Conditions of sales, delivery and payment

I. General information

1. All our contracts are based on the following terms and conditions. By placing the order, the contractual partner acknowledges our terms and conditions
2. We hereby do not acknowledge any conflicting terms and conditions. They shall only apply if agreed in writing. Terms and conditions of the contractual partner shall not become part of the contract even if we do not expressly refute them and we render the delivery/performance liable under the contract.
3. Our terms and conditions shall also apply to all future business with the contractual partner.

II. Conclusion of contract, the content of the contract, right of withdrawal

1. A contract shall not come about until we have confirmed the order in writing, also by email, or executed the agreed performances. However, we shall communicate any rejection of the purchase order immediately in writing, also by email.
2. Our offers are non-binding. The contractual partner shall be bound by its offer for two weeks.
3. All agreements when concluding a contract must be recorded in writing, also by email, no unwritten agreements are concluded. The written form, including email, shall also apply to side agreements, assurances and subsequent amendments, including termination of the contract.
4. We reserve the right of withdrawal if the ordered product can no longer be sold by us in the period between concluding the contract and the agreed delivery date due to altered statutory conditions, in particular because of a change to the conditions of the Medical Devices Act.

III. Prices and payment

1. The prices are considered to be the value of the goods or services, excluding any discounts and other rebates plus loading, packaging, freight and any insurance to be contracted only by special agreement and plus value-added tax at the statutory rate.
2. Default interest is charged at 8 % p.a. above the respective base rate. The right to assert additional default damages remains reserved.
3. Payment instructions, cheques and bills of exchange will only be accepted as payment performance after all discount and collection charges have been paid.
4. The contractual partner may only offset our claims against counter-claims that are undisputed, acknowledged or legally upheld.
5. A right of retention may only be exercised in the event of undisputed, acknowledged or legally upheld counterclaims.

IV. Delivery and delay in delivery

1. Compliance with our delivery obligation requires the prompt and correct fulfilment of all the contractual partner‘s obligations.
2. Prompt and correct delivery to ourselves shall be reserved.
3. Delivery dates or delivery periods, which can be agreed as binding or non-binding, must be stated in writing, also by email. The delivery period shall start at the time of clarification of all technical matters, but not earlier than upon conclusion of the contract.
4. The delivery period is observed if delivery item has left our premises by the time the period expires.
5. The contractual partner may demand delivery within a reasonable period in writing 4 weeks after the non-binding delivery date or a non-binding delivery period. This shall not apply if, on the basis of the contract, we are required to deliver storage/inventory goods which do not need to be produced according to the customer‘s requirements or which are not produced on the basis of a concrete order from the customer.
6. Insofar as our delay is due to slight negligence, we shall restrict our liability to the typically foreseeable losses.
7. Force majeure, riot, strike, lockout and interruptions to operation not caused by us shall change the dates and periods stated in Nos. 1 and 2 by the duration of these disruptions caused by these circumstances and an additional, reasonable start-up period shall be granted.

V. Transfer of risk, delivery, inspection, the duty of notification

1. At the time of dispatch to the contractual partner and, at the latest upon leaving storage or upon assignment to the transport company, the risk of loss or of accidental deterioration of the goods shall be transferred to the contractual partner. This shall apply irrespective of whether the goods are dispatched from the place of performance or who pays the freight costs. In all cases, bredent GmbH & Co. KG shall only purchase insurance upon written request from the contractual partner to the extent stated and at their cost.
2. Complaints regarding obvious defects, such as deviations from the delivery quantity, the identity of the delivered object, as well as visible transport and/or packaging damage, also in the case of a direct resale, must be made to bredent in writing or by telephone within seven days of delivery, stating the delivery note or invoice number. For concealed defects, this period shall apply upon discovery of the defect.

VI. Expiration and guarantee periods

1. Unless statutory provisions of the Federal Republic of Germany prescribe otherwise, the purchaser’s warranty claims in respect of the purchase of new goods shall lapse within 12 months of delivery, and in respect of the purchase of used goods that are not more than 2 years old, within 3 months. If used goods are purchased, which are more than 2 years old, the warranty is excluded. The exclusion of warranty claims in the event of the purchase of used goods and the reduced warranty period in the event of the purchase of new and used goods, which are not more than 2 years old on the date of purchase, shall not apply to losses damage suffered by the contractual partner from injury to life, limb or health, to damage from the breach of duties, the fulfilment of which facilitates the proper implementation of the contract and the fulfilment of which the contractual partner can regularly expect (material duties), as well to other damage, which is due to a culpable or grossly negligent breach of duty by us or one of our statutory representatives or by one of our vicarious agents.

   In addition to the legal provisions of the Federal Republic of Germany, in the event of not inconsiderable material and legal defects, bredent GmbH & Co. KG also reserves the right of subsequent performance as follows: Right of subsequent performance twice. If the type of material or defect or other circumstances means that subsequent performance has not yet failed and this is reasonable for the contractual partner, bredent GmbH & Co. KG reserves the right to further subsequent performance. If the subsequent performance has failed, the contractual partner shall be entitled to reduce or, according to their wish, to withdraw from the contract.

   Wear and tear due to use and the usual wear and tear to the delivered goods, in particular, parts subject to wear and tear, are not covered by the guarantee. In addition, claims under guarantee are excluded for incorrect use, operating errors and negligence by the customer when handling the goods. The warranty shall also lapse if the products are interfered with without consulting us or if third-party products have been used instead of our system components, notably the implant systems, the photodynamic HELBO therapy, die casting and press systems, prosthetic, composite and compound systems. The same shall apply where defects occur as a result of repairs, or where they appear, having been caused by improper handling, incorrect or faulty programmes, software and/or processing data/parameters, or as a result of serial numbers, type classifications or similar markings that have been rendered illegible. The above exclusions shall not apply if the customer shows that the circumstances were not the cause of the reported defect.

VII. Exclusion of compensation, limitation of liability

1. If we, our statutory representatives or our vicarious agents only slightly negligently breach a duty, the fulfilment of which is only possible as a result of the proper implementation of the contract and compliance with which the contractual partner can regularly expect (contractual duty), our liability for compensation shall be limited to the contractually typical foreseeable losses.
2. If we, our statutory representatives or our vicarious agents only slightly negligently breach a duty that is not a significant component of the contract, our liability is excluded.
3. Insofar as we are used for compensation from producer liability according to Section 823 BGB (basis for claim in tort), and we, our statutory representatives or our vicarious agents are found liable, we shall limit our liability to the payment of our indemnity insurer exceeding the above conditions. The sum insured is that typical for the loss, contract or article. If the insurance policy does not apply in full or at all, our liability shall continue to be limited to the amount of the sum insured.. If the sum insured is not that typical for the loss, contract or article, our liability in such cases shall be limited to the loss amount typical for the loss, contract or article.
4. The above provisions in Nos VII 1 – 3 shall not apply in the event of fatal injury, physical harm or damage to health or in the event of claims under product liability laws.

VIII. Retention of title

1. We shall retain title in all cases to the delivered object until receipt of all payments from the respective underlying delivery contract.
2. In addition, we shall retain title to the delivered objects until fulfilment of all debts, also in the future, from the business relationship. The contractual partner shall treat goods subject to retention of title carefully and with due care and attention and free of charge. Upon request, the contractual partner shall insure the goods subject to retention of title sufficiently at the new value at its own cost against fire, water and theft. If maintenance or inspection work is required, the contractual partner must carry this out promptly and at its own costs.
3. The reserved goods may not under any circumstances be pledged or assigned by way of security. We must be immediately informed in the event of attachments, confiscation or any other disposition by third parties and must be given the documents required for objection.
4. In addition, the contractual partner reserves the right to process and to sell the delivered object within the framework of its ordinary business, as long as it is not in default. Already upon conclusion of the sales contract, the contractual partner herewith assigns to us the claims accruing to it against its customers from the sales or any other legal grounds to the amount of the invoiced value of the reserved goods delivered.
5. In the event of suspension of payments, application for or opening of insolvency proceedings, and in the case of protest of a bill of exchange or a cheque the purchaser‘s right to sell the goods subject to retention of title shall lapse, along with the authority to collect assigned debts. In these cases, the contract partner shall return the goods subject to retention of title and shall immediately and without reminder render account to us in respect of reserved goods and assigned debts.
6. The retention of title shall also remain if individual debts are included in a current invoice and the balance is collected and acknowledged unless the balance is settled.
7. We also reserve the right to collect our reserved goods after dunning according to the cases set forth under No. 5 if the contractual partner is in arrears with a significant proportion of its payments. Seizure by us shall not be considered withdrawal from the contract. The contractual partner is required to return the goods. The contractual partner shall only have a right of retention in the event of undisputed, acknowledged or legally upheld counterclaims.
8. Upon request from the contractual partner, we shall release all securities to which it is entitled, insofar as the realisable value of our securities exceeds the demands secured by more than 10 %, whereby the selection of the securities to be released is a matter for us.
9. Amounts which the contractual partner collects on assigned claims shall be managed separately until transferred to us in order to exclude netting and/or offset against bank accounts held on the debit side.
10. The processing or modification of the delivered object by the contractual partner is always for us. If the delivered object is be processed with other objects not belonging to us, we shall acquire co-ownership of the new object in relationship of the value of the item of sale against the other processed items at the time of processing. Moreover, this shall also apply to the object created by processing as to the delivered object subject to retention of title.
11. If the delivered object is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in relationship of the value of the item of sale against the other processed items at the time of mixing. If the mixing is performed such that the contractual partner‘s object is deemed to be the main object, it is agreed that the contractual partner shall transfer rateable co-ownership to us. The contractual partner shall grant us sole or co-ownership generated in this way.

IX. Return conditions Applicable to all products of Bredent GmbH & Co. KG, except for equipment. Definition of equipment: A device comprising various modules, with which something can be created or manufactured.

1. The following general returns conditions shall not apply in a case covered by the guarantee. Insofar as the contractual partner assets claims and/or rights covered by the guarantee, the separate guarantee conditions according to these general terms and conditions shall apply. In addition, the statutory provisions of the Federal Republic of Germany shall apply.
2. Replacements or exchanges are possible under the following conditions: The items to be replaced or exchanged must be returned to bredent GmbH & Co. KG with a correctly completed return slip.

   Replacement: Return of sold goods in return for exactly the same goods.

   Exchange: Return of sold goods in return for delivery of other goods.

   In the event of the same or different sale prices, the netting is carried out by issuing a credit note for the returned product and re-billing for the replacement or exchanged product. The resulting differential amount shall be settled accordingly or maintained as a credit balance in the account of the client.

1. Replacement or exchange deliveries are possible with specific periods if the object returned to bredent GmbH & Co. KG can be resold upon receipt.
   Resold in this context means that the tamper-proof closure has not been opened, the outer product packaging is not marked or damaged and the expiry date is still at least 6 months in the future from receipt of goods upon return. If products are supplied by bredent GmbH & Co. KG, with expiry dates of less than 6 months in the future from the time of delivery, the expiry date in this specific case must be at least 3 months in the future from the receipt of returned.
   The periods and costs laid out below apply to replacement and exchange deliveries:
   

   Period from delivery note or invoice date	Recipient	Return / processing costs
   Up to 6 months	General	0,00 Euro
   Between 6 and 24 months	General	20 % of the sale price each, but not more than Euro 25.00 each
   From 24 months	General	NOT POSSIBLE

2. Replacement or exchange deliveries of the product that can no longer be resold shall generally be made at the discretion of bredent GmbH & Co.KG. There is no obligation to replace or exchange.
   If bredent GmbH & Co.KG chooses to make a replacement or exchange delivery, the periods and costs (for re-preparing or disposal with accurate compliance with the respective applicable statutory standards and provisions) apply according to the following table:
   

   Period from delivery note or invoice date	Recipient	Return / processing costs
   Up to 12 months	General	40 % of the sale price each, but not more than Euro 40.00 each
   From 12 months	General	NOT POSSIBLE

3. A return with a credit note is possible under the following conditions:
   It is possible to return an article in return for a credit note within the stated periods if the article returned to bredent GmbH & Co. KG can be resold after receipt and a return slip is enclosed.
   Resold in this context means that the tamper-proof closure has not been opened, the outer product packaging is not marked or damaged and the expiry date is still at least 6 months in the future from receipt of goods upon return.
   If products are supplied by bredent GmbH & Co. KG, with expiry dates of less than 6 months in the future from the time of delivery, the expiry date in this specific case must be at least 3 months in the future from the receipt of returned.
   A credit note means that the ordering party receives the euro value of the returned object from bredent GmbH & Co. KG, which is offset directly against a future order. An existing credit balance shall remain for a period of 6 weeks. If a new order is not received from the customer within this period, the credit shall be paid out.
   The periods and costs laid out below apply to returns for a credit note:
   

   Period from delivery note or invoice date	Recipient	Return / processing costs
   Up to 6 months	General	POSSIBLE (if it is guaranteed that the product can be resold) Euro 0.00
   From 6 months	General	NOT POSSIBLE