General Terms and Conditions
Last updated: 10.04.2020
The following terms of sale and delivery apply to the entire business relationship of edelweiss dentistry products gmbh (“EDELWEISS”) with customers. With each order a client places with EDELWEISS, the client accepts as an essential element of the contract the General Terms and Conditions of EDELWEISS as binding. Deviating, conflicting or supplementary general terms and conditions do not become part of the contract, even if they are known. If conditions are agreed in writing in the contract that differ from these sales and delivery conditions, the provisions of the contract take precedence.
Unless explicit differentiation between Austria and other member states of the European Union is made, the individual provisions apply equally in all countries.
2. Offer, prices
Prices announced by EDELWEISS are ex works including packaging, but excluding shipping costs.
VAT is calculated separately in accordance with the statutory provisions applicable on the day of delivery or service. EDELWEISS reserves the right to change prices - even without prior notice. Technical and other changes remain reserved within reason.
3. Shipping, delivery, service provision
Regardless of the insurance organized by EDELWEISS, the goods always travel at the expense and risk of the customer. This also applies to freight-free delivery and regardless of which means of transport is used or who chooses the means of transport. The cost of transport insurance is borne by the customer. Unless otherwise agreed, EDELWEISS's registered office is deemed to be the agreed place of performance by EDELWEISS.
Unless otherwise agreed in writing, the price risk passes to the customer when the goods are dispatched or if the customer is in default of acceptance when EDELWEISS is ready to dispatch. Unless otherwise agreed in writing, EDELWEISS will choose the place of dispatch and the route of transportation, as well as the means of transport and the transport company, to the best of its discretion, without assuming liability for the cheapest and fastest transportation. The specified delivery and unloading times are always non-binding unless otherwise expressly agreed in writing.
If the customer provides the means of transport, the customer is responsible for the punctual provision. Any delays must be reported to EDELWEISS in good time. The customer bears the resulting costs.
4. Notices of defects
The customer must examine the delivered goods / the service provided by EDELWEISS immediately for any defects. Incomplete or incorrect deliveries / services as well as complaints about obvious defects have to be reported to EDELWEISS in writing no later than eight days after receipt of the goods, hidden defects and errors, however, immediately after their discovery. The complaint must clearly indicate the type and scope of the alleged defect. In the event of late notification of defects and errors, the delivery is considered approved and the assertion of warranty claims is excluded.
In the event of justified and timely notices of defects, EDELWEISS will undertake, by taking due account of the interests of the customer, guarantee by improving, granting a price reduction or replacement delivery (exchange) or taking back the goods against reimbursement of the purchase price. EDELWEISS reserves the right to choose the respective warranty remedy.
Other claims of any kind against EDELWEISS, in particular those for compensation for direct or consequential damage, are – to the extent of being legally permissible - expressly excluded.
The fulfillment of a justified warranty obligation has no influence on any guarantee declarations made to third parties and therefore, does neither extend the deadline in connection with the warranty nor with the guarantee.
6. Return of goods
Delivered goods may only be returned with the prior consent of EDELWEISS. Should the goods still be returned, EDELWEISS must be reimbursed for all costs that arise as a result. No claims or other legal consequences can be derived from the acceptance of the goods returned by the customer. In the event of the agreed return of goods, EDELWEISS reserves the right to levy a processing fee for the costs of the return and to take into account a discount corresponding to the age and condition of the goods when crediting the value of the goods. The amount of the discount is set by EDELWEISS.
Liability is excluded in the event of minor negligent breaches of duty by EDELWEISS and vicarious agents by EDELWEISS. The above limitations of liability do not affect the customer's claims from product liability or from any guarantees given. Furthermore, the liability restrictions do not apply to physical and health damage attributable to EDELWEISS or if the customer's life is lost.
Invoices for deliveries of goods are paid in accordance with the respective agreements. Unless there is a written agreement between the contracting parties regarding a payment term, payments of the invoice amounts are due immediately after receipt of the invoice.
At EDELWEISS's request, payment can be changed to direct debit or cash on delivery. Bills of exchange or checks are only accepted on the basis of a special written agreement and always only on account of payment. Discount and bill charges are charged to the customer and are due immediately.
In the event of default in payment, it is agreed that default interest in the amount of 8% above the base interest rate shall be due. The customer may not offset any amounts due, unless with claims recognized by EDELWEISS in writing or legally established.
If the customer ceases to carry on in business, if execution measures are taken against them, if a cheque or bill of exchange is protested, or if payments are delayed or stopped, or if they file for judicial or extrajudicial composition proceedings or bankruptcy proceedings are instituted against their assets or if a bankruptcy petition is rejected for lack of assets to cover costs, EDELWEISS is entitled to demand immediate payment of all amounts due arising from the business relationship, even if bills of exchange or cheques have been accepted or payments in installments has been granted.
The same applies if the customer is in arrears with his payments or if other circumstances become known that make his creditworthiness doubtful. Furthermore, in the cases mentioned above, EDELWEISS is also entitled to demand advance payment or provision of security, to liquidate securities provided and to withdraw from the contract and to claim compensation for non-performance.
The assignment of claims by the customer against EDELWEISS to third parties, as well as the transfer of rights and obligations from the concluded purchase contract is not permitted without the prior written consent of EDELWEISS.
9. Retention of title
Delivered goods remain the property of EDELWEISS until complete fulfillment of the customer's obligation, in particular payment of the entire purchase price including ancillary costs and interest, fees, expenses, etc.
If the goods are resold, the customer assigns the claims from the sale of the reserved goods to EDELWEISS. The customer is obliged to indicate the assignment by placing the book entries in his books and, at EDELWEISS's request, to disclose the names of the purchase price debtors and to specify the ceded claims in exact numbers. The assignment is accepted by EDELWEISS. The customer bears any fees or taxes in connection with the assignment and will indemnify and hold EDELWEISS harmless in this regard. EDELWEISS is entitled at any time to disclose the assignment and to collect the assigned claims itself.
The customer is obliged to keep the goods subject to retention of title insured to a sufficient extent against the usual risks, such as elementary events, and to prove this to EDELWEISS on request. The customer hereby assigns any insurance claims to EDELWEISS. The customer is further obliged to store the goods according to EDELWEISS's instructions and to the state of the art. The customer is obliged to treat the goods with care while the retention of title exists. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense.
10. Medical devices
The customer confirms to be aware of the relevant national, European and international regulations in connection with the sale of medical devices, such as the Medical Devices Act or Guidelines on a Medical Device Vigilance System, and agrees to comply with them. Furthermore, the customer confirms to be qualified and authorized to trade, store and purchase medical devices in accordance with the applicable national, European and international regulations.
11. Intellectual property
Offers and projects as well as drawings, dimension drawings and descriptions transmitted by EDELWEISS are the intellectual property of EDELWEISS and may neither be reproduced nor used nor made accessible to third parties without the consent of EDELWEISS. The unchanged use of intellectual property is permitted within the scope of the resale of the delivered goods.
12. Export clause
Re-exports by the customer always require the written consent of EDELWEISS.
If EDELWEISS is legally obliged to take back the transport and outer packaging, the customer bears the costs for the return transport of the packaging used.
14. Force Majeure
Force majeure events that affect EDELWEISS or one of its upstream suppliers entitle EDELWEISS to suspend deliveries for the duration of the impediment and a reasonable start-up time or to withdraw from the contract in whole or in part in accordance with their effects.
Force majeure events include, but are not limited to: all effects of natural disasters, such as: earthquake, lightning, frost, storm, flood; as well as war, laws, official intervention, confiscation, transport disruptions, export, import and transit bans, international payment restrictions, raw material and energy shortages; further malfunctions such as Explosion, fire, strikes, sabotage and all other events that could only be prevented with disproportionate costs and economically unreasonable means.
15. Consent under data protection law
The customer expressly agrees that EDELWEISS may collect, process and use personal data provided by the customer, , or which may be provided in the future, for marketing purposes e.g. by creating a customer file. This consent may be revoked by the customer at any time with future effect.
16. Fulfillment and jurisdiction
Austrian law shall apply with the exception of the conflict of legal provisions and the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising directly or indirectly from the contract shall be the competent court in Bregenz, Vorarlberg. The place of performance for delivery and payment is EDELWEISS’s registered office.
17. Final provisions
Should any of these terms and conditions be wholly or partially invalid, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision is to be replaced by whatever provision comes closest to the intended purpose of the invalid provision.
All amendments and supplements to contracts between EDELWEISS and the customer must be made in writing and this also applies to deviations from the written form requirement.
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