I. Validity of the conditions
The supplier's deliveries, services and offers are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed to have been accepted at the latest upon acceptance of the goods or services. Counter-confirmations by the purchaser with reference to his terms and conditions of business or purchase are hereby rejected.

II Offer and conclusion of contract

1. The Supplier's offers are subject to change unless otherwise stated in the order confirmation. Declarations of acceptance and all orders require written or equivalent confirmation from the supplier to be legally valid.
2. Drawings, illustrations, dimensions and weights are only binding if this is expressly agreed in writing.

III Deadlines for delivery, default

1. Compliance with agreed delivery deadlines is subject to the timely receipt of all documents to be supplied by the Purchaser, necessary approvals and releases, in particular of plans, as well as compliance with the agreed terms of payment by the Purchaser. If these conditions are not fulfilled in good time, the deadlines shall be extended accordingly; this shall not apply if the Supplier is responsible for the delay.
2. The delivery period shall be extended appropriately if the failure to meet the deadline is due to force majeure, e.g. mobilization, war, riot, or measures in the context of industrial disputes, e.g. strike or lockout, or the occurrence of other unforeseeable events beyond the supplier's control. The supplier shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay.
3. Partial deliveries are permissible within the agreed delivery periods, insofar as this does not result in disadvantages for use.
4. The Supplier shall only be in default if performance is due and an express written reminder has been issued, unless a specific calendar date has been agreed for performance.
5. If the Supplier is in default, the Purchaser may - provided it can prove that it has suffered a loss as a result - demand compensation for each completed week of default in the amount of 0.5%, but not more than a total of 5% of the price for that part of the delivery which cannot be put to the intended use due to the default.
6. Claims for compensation on the part of the customer that exceed the limits specified in No. 5 are excluded in all cases of delayed delivery, even after expiry of a grace period set by the customer. This shall not apply if liability is mandatory in cases of intent or gross negligence or due to injury to life, limb or health. This does not imply a change in the burden of proof to the detriment of the customer. The customer's statutory right of withdrawal remains unaffected.
7. The Purchaser may only withdraw from the contract within the framework of the statutory provisions if the Supplier is responsible for the delay.
8. At the Supplier's request, the Customer shall be obliged to declare within a reasonable period of time whether it intends to withdraw from the contract, demand compensation in lieu of performance or adhere to the contract.

IV. Scope of delivery

1. The scope of delivery is determined by the supplier's written order confirmation.
2. We reserve the right to make changes in design or form which are attributable to improvements in technology or to legal requirements during the delivery period, provided that the delivery item is not significantly changed and the changes are reasonable for the customer.

V. Cancellation costs

If the Purchaser withdraws from an order without justification, the Supplier may, without prejudice to the possibility of claiming higher actual damages, demand 15% of the sales price for the costs incurred in processing the order and for loss of profit. The purchaser reserves the right to prove that no damage or less damage has occurred.

VI Packaging and shipping

Packaging shall become the property of the customer. Postage and packaging costs shall be invoiced separately up to a net invoice amount of EUR 2,500. The choice of shipping method shall be made at our best discretion.

VII. ACCEPTANCE AND TRANSFER OF RISK

1. The Purchaser is obliged to accept the delivery item. If the Purchaser intentionally or through gross negligence fails to accept the object of purchase for more than fourteen days from receipt of the notification of readiness, the Supplier shall be entitled, after setting a grace period of a further fourteen days, to withdraw from the contract and to claim damages +in lieu of performance. The setting of a grace period is not required if the customer seriously and finally refuses acceptance or is obviously unable to pay the purchase price even within this period or if other circumstances exist which justify the immediate assertion of damages or withdrawal from the contract after weighing up the interests of both parties.
2. In the case of shipment of the delivery item that does not take place within the scope of a consumer goods purchase, the risk shall pass to the customer as soon as the supplier has delivered the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.
3. Otherwise, the risk shall pass to the customer upon acceptance of the delivery item. If the customer declares that he will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer at the time of refusal.

VIII Price changes

1. Price changes are permissible if there are more than four months between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until completion of the delivery, the supplier shall be entitled to increase the price appropriately in accordance with the cost increases. The purchaser shall only be entitled to withdraw from the contract if the price increase exceeds the increase in the general cost of living between the order and delivery by more than an insignificant amount.
2. If the customer is an entrepreneur, a legal entity under public law or a special fund under public law, price changes are permissible in accordance with the aforementioned regulation if there are more than six weeks between the conclusion of the contract and the agreed delivery date.

IX. Warranty

The supplier shall be liable for defects as follows:

1. All parts or services which show a defect within the limitation period - irrespective of the period of operation - shall, at the Supplier's discretion, be repaired, replaced or provided again free of charge, provided that the defect already existed at the time of the transfer of risk.
2. First of all, the supplier must always be given the opportunity to rectify the defect within a reasonable period of time, whereby the supplier is generally entitled to two attempts at rectification. If this is refused, the Supplier shall be released from liability for defects in this respect. If the supplementary performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
3. Claims for defects shall lapse after twelve months. The period begins with the transfer of risk. If the law prescribes longer periods in accordance with §§ 438 Para. 1 No. 2 (buildings), 475 Para. 2 (sale of consumer goods), 478, 479 (right of recourse) and § 634a (building defects) BGB, these shall apply.
4. In the case of contracts between entrepreneurs, the purchaser must notify the supplier of defects in writing without delay. In other contractual relationships, obvious defects must be reported within 2 weeks of delivery.
5. In the event of notices of defects, the Purchaser may withhold payments to an extent that is in reasonable proportion to the defects that have occurred. If the notice of defects is unjustified, the Supplier shall be entitled to demand compensation from the Purchaser for the expenses incurred.
6. Claims for defects do not exist in the case of only insignificant deviation from the agreed quality and in the case of only insignificant reduction in usability, unless it is a purchase of consumer goods.
7. Irrespective of this, there shall be no claims for defects in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or due to special external influences which are not assumed under the contract, or in the event of non-reproducible software errors. If improper modifications or repairs are carried out by the customer or third parties, there shall also be no claims for defects for these and the resulting consequences.
8. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the object of the delivery has been taken to a place other than the place of delivery, unless the transfer corresponds to its contractual use.
9. Recourse claims of the Purchaser against the Supplier shall only exist insofar as the Purchaser has not made any agreements with its customer that go beyond the statutory claims for defects.
10. No. XIII (Other claims for damages) shall also apply to claims for damages.
11. Further claims or claims other than those regulated above by the purchaser against the supplier and his vicarious agents due to a defect are excluded.

X. Retention of title

1. The objects of the deliveries (goods subject to retention of title) shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Purchaser arising from the business relationship have been fulfilled; in the context of the purchase of consumer goods, until the claims to which the Supplier is entitled against the Purchaser arising from the specific transaction have been fulfilled.
2. If the realizable value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 10%, the Supplier shall release a corresponding part of the security interests at the request of the Customer.
3. For the duration of the retention of title, the purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that ownership is not transferred to the customer until the customer has fulfilled its payment obligation.
4. Any treatment or processing shall be carried out by the Purchaser on behalf of the Supplier without any obligation arising for the Supplier. If the goods subject to retention of title are processed, combined or mixed with other goods not belonging to the Supplier, the Supplier shall be entitled to co-ownership of the new item in the ratio of the invoice value to the other processed goods at the time of processing, combining or mixing. If the Purchaser acquires sole ownership of the new item, the parties agree that the Purchaser shall grant the Supplier co-ownership of the new item in proportion to the invoice value of the processed, combined or mixed goods subject to retention of title and shall store it for the Supplier free of charge.
5. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform the supplier immediately.
6. In the event of breaches of duty by the Purchaser, in particular default of payment, the Supplier shall be entitled to withdraw from the contract and take back the goods; the Purchaser shall be obliged to surrender the goods. The taking back or assertion of the retention of title does not require the purchaser to withdraw from the contract. These actions or the seizure of the reserved goods by the supplier do not constitute a withdrawal from the contract unless the supplier has expressly declared this.

Insofar as the Purchaser resells the goods subject to retention of title, it hereby assigns to the Supplier all claims in the amount of the purchase price agreed between the Supplier and the Purchaser (including VAT) which accrue to the Purchaser from the resale, irrespective of whether the delivery items are resold without or after processing. The purchaser is authorized to collect these claims even after their assignment. This shall not affect the Supplier's right to collect the claims itself, but the Supplier undertakes not to collect the claims as long as the Customer duly fulfills its payment obligations and is not in default of payment. If this is the case, however, the Supplier may demand that the Purchaser discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

XI. Impossibility, contract adjustment

1. If delivery is impossible, the Purchaser shall be entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the Purchaser's claim for damages shall be limited to 10 % of the value of that part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in cases of liability for willful intent or gross negligence or personal injury. This provision does not imply a change in the burden of proof to the detriment of the customer. The purchaser's right to withdraw from the contract remains unaffected, even if an extension of the delivery time was initially agreed with the purchaser. In the event of only temporary impossibility, No. III (deadlines for delivery, delay) shall apply.
2. If unforeseeable events within the meaning of No. III No. 2 significantly change the economic significance or the content of the delivery or have a significant impact on the supplier's operations, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, the supplier shall be entitled to withdraw from the contract. If he wishes to make use of this right, he must inform the purchaser immediately after becoming aware of the consequences of the event.

XII. Industrial property rights and copyrights, Circular Economy Act

1. It is the sole responsibility of the Customer to check whether the documents provided by the Customer (artwork, samples, etc.) infringe the rights of third parties, in particular copyrights and industrial property rights. If claims are asserted against the Supplier due to the infringement of these rights, the Customer shall be obliged to compensate the Supplier for any resulting damage.
2. If the Supplier affixes labels to the products on behalf of the Customer within the framework of the Closed Substance Cycle and Waste Management Act ("Green Dot" or similar), the Customer shall be deemed to be the "distributor" and must therefore pay the fees. If the Purchaser violates the provisions of the Closed Substance Cycle and Waste Management Act or the Packaging Ordinance and claims are made against the Supplier as a result, the Purchaser shall indemnify the Supplier against all claims and compensate the Supplier for all damages and expenses.
3. The fulfillment of all obligations to take back and recycle packaging in accordance with the Closed Substance Cycle Waste Management Act and the Packaging Ordinance is the sole responsibility of the customer.
4. Unless otherwise agreed, the supplier is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable within the period stipulated in No. IX para. 2 as follows:
   • The Supplier shall, at its own discretion and at its own expense, either obtain a right of use for the service in question, modify it in such a way that the property right is not infringed or replace it. If this is not possible for the Supplier under reasonable conditions, the Customer shall be entitled to the statutory rights of withdrawal or reduction.
   • The aforementioned obligations of the Supplier shall only apply between entrepreneurs if the Customer informs the Supplier immediately in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to the Supplier's discretion.
   • If the customer ceases to use the delivery in order to minimize damage or for other important reasons, he shall be obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of the infringement of property rights.
   • Claims of the Purchaser shall be excluded if he himself is responsible for the infringement of the property right. Claims of the Purchaser shall also be excluded if the infringement of property rights is caused by special specifications of the Purchaser, by a modification not foreseeable by the Supplier or by the fact that the delivery is modified by the Purchaser or used together with products not supplied by the Supplier.
   • Otherwise, No. IX - Warranty shall apply accordingly.

XIII Other claims for damages

1. Claims for damages by the customer, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from tort, are excluded.
2. This shall not apply where liability is mandatory, e.g. under the Product Liability Act, in cases of intent or gross negligence or at least negligent impairment of life, limb or health or breach of material contractual obligations.
3. Compensation for the breach of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for bodily injury or due to the assumption of a guarantee for the existence of properties.
4. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

XIV Terms of payment

1. The purchase price and the fees for ancillary services are due for payment upon handover of the delivery item.
2. Checks and bills of exchange shall not be considered payment until they have been honored. Acceptance of bills of exchange always requires prior written agreement. If bills of exchange are accepted, the bank discount and collection charges will be charged. They are to be paid immediately in cash.
3. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by the supplier.
4. The customer shall also have no right of retention due to disputed counterclaims, unless the customer is a consumer.

XV Place of performance, place of jurisdiction

1. The place of performance is Solingen.
2. For all disputes arising from the contractual relationship, if the customer is an entrepreneur, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the supplier's registered office. The Supplier shall be entitled to bring an action at the registered office of the Purchaser.
3. German law shall apply exclusively to the exclusion of the laws on the international purchase of movable goods, even if the customer has its registered office abroad.

XVI Registration via the Internet portal

a) Registration is only permitted for legal entities or natural persons with unlimited legal capacity. The assigned user name and password may not be transferred to third parties.

b) To register, the user must complete a registration form. The data requested in this form must be provided completely and correctly by the user and include first and last name, current address and telephone number, a valid e-mail address and, if applicable, the company. If there is a change in the data entered after registration, the user is obliged to correct or notify us of these changes immediately.

c) The user must provide the data required for registration truthfully. Users whose data is incomplete or obviously false, as well as users who have caused a registration by technically circumventing the form, may be blocked by dentognostics.

d) After registration, a confirmation with a password is sent to the e-mail address provided by the

user during registration.

XVII Other

1. Transfers of rights and obligations of the customer arising from the contract concluded with the supplier require the written consent of the supplier to be effective.
2. Should a provision be or become invalid, this shall not affect the validity of the other provisions.