General Terms and Conditions of Sale
The general terms and conditions of sale are a component of all offers and orders regarding delivery of goods from TOKUYAMA DENTAL Deutschland. Any different agreement and terms and conditions of business of the buyer are not applicable to us insofar as they have not been accepted by us in writing.
Contract conclusions and offers
All offers and confirmations are without obligation as regards price, volume, delivery times and delivery opportunities.
If applicable any documents and illustrations or drawings annexed to an offer, which provide information on measurements and weight as well as quality and features of the products on offer are only approximate and not in any way warranted. Only the features that are expressly marked as such are warranted in the sense of § 458 sub-section 2 BGB (German Commercial Code).
All agreements made shall become binding only upon our written confirmation.
Prices, packaging, freight costs
The prices applicable on the day of delivery shall be applied to the invoices.
The VAT valid on the day of delivery shall, insofar as the buyer is a businessman, be invoiced at the legally prescribed amount and shown separately.
Deliveries are – unless anything else has been agreed in writing – made from the delivery warehouse in Germany – plus packaging costs. Any tolls to be paid are for the account of the recipient.
Delivery, transfer of risk
Delivery dates apply on condition of correct and timely delivery by our suppliers, special agreements shall only apply if these have been confirmed by us in writing.
Wars, unrest, operation and traffic disturbances, shortage or rationing of raw materials and combustibles or other material essential to the manufacture or delivery of the goods, the purchase of which is unreasonable for the seller, industrial disputes, official directives or forces majeures, that directly or indirectly hamper or hinder the manufacture or delivery of the goods, release the seller from the delivery obligation for the duration and range of the disruption of operations and dispatch that these cause. The seller is obliged to inform the buyer immediately in such cases.
If the seller does not adhere to an agreed delivery date for which he is accountable, the buyer shall have the right, after fruitless passing of an appropriate period of grace, to cancel the order. Claims on repayment of the damages for delays (§286 BGB) and damage compensation claims on grounds of non-delivery are excluded, unless the non-fulfilment of non-adherence to delivery dates are based on intent or gross negligence of the seller, his legal representatives or his aides. In cases of gross negligence the buyer shall, however be entitled only to claim compensation for damages that could be envisaged at the time of conclusion of the contract.
We reserve the right, also in the interest of our clients, to make part deliveries. Each part delivery is regarding as the completion of a special order in the sense of these terms and conditions of sale.
The dispatch of the goods in all cases is for the risk and account of the buyer. The risk transfers by latest at the dispatch to the buyer. This shall also apply if free delivery has been agreed. The type and method of dispatch and determination of the place of delivery is left to TOKUYAMA DENTAL Deutschland. If the buyer wishes – at his own cost – the delivery can be insured against breakage, transport, fire and water damage.
Acceptance, notification of defects, guarantee
The buyer shall inspect the goods directly upon receipt.
If incorrect deliveries, missing deliveries or other defects are not reported within 3 days of receipt of the goods or invoice, the delivery is deemed to have been made according to the contract, insofar as the buyer is a businessman. Non-businessmen must report obvious defects within 5 days of receipt of the goods or invoice and other defects within 7 days after discovery, otherwise the delivery is deemed to have been made according to contract. The unopposed acceptance of the goods by shippers or freight carriers is evidence of fault-free packaging and excludes claims on TOKUYAMA DENTAL Deutschland owing to damages caused in transit or losses in weight. The dimension of our works, spatial conditions, weights and item numbers are decisive for out invoicing.
Insignificant deviations in quality, colour measurement or weight form no grounds for complaint.
In case of justified complaints we are only obliged to redeliver. If this is not possible or has failed, the buyer may demand annulment or reduction in the framework of the legal possibilities.
Further claims, in particular damage compensation claims on grounds of non-delivery or untimely delivery, as well as other factual or legal reasons are – insofar as legally permitted – excluded. In any case damage compensation claims are limited to cases of intent or gross negligence. We reserve the right to view, test and undertake trials on the goods being the subject of complaint.
Information on the uses and applications of our products, technical advice and other information is given to the best of our knowledge, is however not binding – also with regard to any protection rights of third parties – and does not release the buyer from his own obligation to check our products for their suitability for the intended purpose. Damage compensation shall be paid only in a case of grossly negligent or intended cause of damages.
Retention of proprietary rights
The object of purchase remains our property until full payment of our claims in the purchase contract. The retention of proprietary rights applies also to all claims that the seller has against the buyer in connection with the object of purchase, for example on grounds of repairs or delivery of spare parts or other services that he has purchased in supplement. If the buyer is a corporate body under public law, a legal entity under public law or a businessman to whom the contract belongs for operation of his trading activities, the retention of proprietary rights shall also apply to claims that the seller has from his ongoing business relationship with the buyer, upon payment by bill of exchange or cheque, up to its settlement. On payment delay by the buyer the latter is obliged to release the reserved values after warning.
If the buyer sells the delivered goods prior to complete payment of the purchase price of passes them to third parties for some other legal reason, the buyer shall assign all claims and all subsidiary rights from the further sale or transfer of the goods subject to retention against his purchaser to TOKUYAMA DENTAL Deutschland, and in cases of processing, blending and mixing, in the sum of the invoice value of our goods used for this purpose. At our request, as soon as he is in default, the buyer shall inform his principal of the assignment and give us the necessary information and the documents for the purpose of collecting the claim ourselves. The buyer is entitled and obliged, insofar as we do not determine otherwise, to collect the equivalent value for the goods sold on, which shall become the property of TOKUYAMA DENTAL Deutschland, and keep this apart from the other payments funds for us.
The simple and the extended retention of proprietary rights shall continue in cases of doubt, until the buyer of our goods proves in each individual case that payment has been made in full. If third parties take on our goods, which are still subject to retention, for example by way of pledge, or if third parties make claims on the buyer’s claim assigned to us, the buyer is obliged to inform us of this and to inform the third party of the retention of proprietary rights.
If facts become known, that are grounds for serious concerns on the creditworthiness of the buyer and the buyer refuses to concurrently ensure performance or security on the fulfilment of the contract, we are entitled to cancel the contract.
Our invoices become due principally within 30 calendar days, calculated from the date of the invoice. The invoice sum shall be transferred within this deadline free of postage and fees to the bank account you have been advised of. The payment date is the day of receipt of the money, or the day of it being credited to our bank account.
All invoice payment amounts shall be made without deduction. Special agreements require our express confirmation in writing.
Payments are initially to cover costs and interest and then to pay the 9oldest due open positions.
For payments later than 30 days after the date of the invoice we reserve the right to charge default interest in the amount of 5% over the base rate, plus VAT.
The transfer of bills of exchange and cheques serve on account. Bills of exchange are only accepted on grounds of special agreements. The term may be a maximum of 3 months. All bank, discount and collection charges are for the account of the buyer. We take no risk for timely presentation and raising of protests. If bills of exchange go to protest for lack of payment, all current invoices – even those for which the bill of exchange had been issued – become due with immediate effect.
f. With regard to our claims only a set-off or a lien will be exercised, if we have agreed to the claim or this has been legally enforceable.
The selling-on of our brand items is only permitted in the original packaging. Refilling or filling is not permissible pursuant to § 24 of the Trademark Descriptions Act.
Place of fulfilment and court of law
The place of fulfilment for deliveries is the respective place of dispatch. The fulfilment place for the payment is the account that we have described. The sole court of law, if the buyer is a businessman, for all disputes either directly or indirectly concerned with this contract relationship is the court of law responsible for the headquarters of the seller. Exclusively the rights of the Federal Republic of Germany are applicable to the contractual relationship.
Liabilities of the contract
The contract remains legally binding in its other parts if individual points are legally ineffective. If individual clauses in the contract are ineffective, the parties shall cooperate on conclusion to reach an agreement on a clause which comes as close as possible to the economic goal of the ineffective clause.
(last update 01/2016)