1. 1st contract

1.1 Formation

Deliveries, services and offers are made exclusively on the basis of these Terms and Conditions of Sale and Delivery. They shall be deemed to have been agreed at the latest when the order is placed by the buyer. New customers whose order value is over EURO 75 net must always pay in advance or cash on delivery. We also grant a discount of 2% for this. The buyer is bound to his order for a maximum of four weeks. The order is deemed to have been accepted when Smart dental® confirms it in writing or fulfills it by sending the goods. Verbal agreements with Smart dental GmbH® or its representatives shall only become binding upon written confirmation by SMART Dental GmbH. In view of the continuous technical development and improvement of our products, we reserve the right to make changes in design and execution.

1.2 Prices

Prices are fixed prices ex works, unless otherwise agreed. Prices are quoted in EURO plus the applicable statutory VAT. Transport packaging, freight, insurance (if requested) shall be borne by the buyer. For deliveries with a net goods value of less than EURO 75, we charge a minimum quantity surcharge of EURO 10. For deliveries made directly to third parties named by the buyer, a surcharge of EUR 10 will be charged.

2. Place of fulfillment

The place of performance for the services of SMART Dental GmbH is Munich.

3. Delivery

3.1 Shipping

Shipment shall be at the buyer's expense and risk ex Munich. The risk shall pass to the buyer as soon as the goods have been handed over to the person carrying out the transportation or have left the warehouse for the purpose of shipment. The risk shall also pass to the Buyer if the goods are ready for shipment and collection, the Buyer has been notified that the goods are ready for shipment and the shipment or collection is delayed for reasons for which SMART Dental GmbH is not responsible. SMART Dental GmbH reserves the right to make partial deliveries to a reasonable extent. Unless otherwise agreed, the goods shall be shipped uninsured. SMART Dental GmbH shall take back delivered packaging if the Buyer returns it carriage paid within one week.

3.2 Delivery time

The specified delivery time shall be deemed to have been met if the ordered goods have left the warehouse by the time it expires and the buyer has been notified of this.

3.3 Force majeure etc.

Force majeure, lawful industrial action, official orders and operational disruptions for which SMART Dental GmbH is not responsible shall release SMART Dental GmbH from compliance with certain delivery deadlines for the duration of the disruption. This shall also apply if the above-mentioned disruptions occur in the area of responsibility of suppliers for this business. In such cases, SMART Dental GmbH shall be entitled to withdraw from the contract in whole or in part after a period of six weeks from the occurrence of the disruption. SMART Dental GmbH shall announce this at least two weeks before exercising the right of withdrawal. Claims for damages of any kind against SMART Dental GmbH are excluded in these cases. However, any payments already made by the Buyer shall be refunded. In important cases, SMART Dental GmbH shall inform the Buyer of the disruptions as soon as possible.

3.4 Subsequent delivery

After expiry of the delivery period, a subsequent delivery period of 10 days shall be set in motion without explanation. If the buyer wishes to withdraw from the contract, he must set SMART Dental GmbH a further deadline of 10 days by registered letter/return receipt. He must state in the letter that he will withdraw from the contract after expiry of the deadline. The period shall commence upon receipt of the letter. Fixed-date transactions are not carried out.

3.5 Returns

Returns are only possible with the prior consent of SMART Dental GmbH and only in the original packaging. Restocking fees will be charged for inspection and restocking. Returns of individual parts from kits or sets are not possible. Only goods in perfect and as-new condition can be returned for credit. SMART Dental GmbH is not responsible for transport damage, as all deliveries are ex works. If the packaging is damaged, a new packaging will be charged. If the product is damaged, e.g. scratches, scuffs, etc. or is no longer saleable for other reasons, it is generally excluded from return. The restocking fee is based on the date of purchase (invoicing SMART Dental GmbH . As each item must be assigned to an invoice, a copy of the invoice for the goods in question must also be enclosed with the return shipment. If no copy is enclosed, no credit note can be issued. The goods will be stored in the returns warehouse until the copy of the invoice has been sent. If a copy of the invoice is not submitted within three months of receipt of the goods, the goods will be disposed of. There is no right to a later return or payment. Returned goods with a value of less than EUR 25.00 will not be credited.

Restocking fee:

1. • up to 10 days: no restocking fee
   • up to 3 months: 15 % of the net list price
   • up to 6 months: 30 % of the net list price
   • up to 12 months: 50 % of the net list price
   • Over 12 months: no more returns possible

New packaging:

1. • Plastic film: 10 Euro
   • Cardboard box: 15 Euro
   • Other: Depending on product

If a discount is shown on the invoice, this will also be deducted, even if it has not been used.

3.6 Right of withdrawal

For consumables, the customer has the right to return goods delivered by us within 14 days. The prerequisite for this is that he returns the goods in their original packaging, unlabeled and unstickered, stating the reason for the return and enclosing a copy of the delivery bill. If the copy of the delivery note is missing, processing fees will be charged.

4. Retention of title

SMART Dental GmbH retains title to the delivered goods until all payments arising from the contract have been received. The Buyer may neither pledge the goods nor assign them as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform SMART Dental GmbH immediately so that SMART Dental GmbH can enforce its ownership rights. Insofar as the third party is not in a position to reimburse SMART Dental GmbH for the judicial and extrajudicial costs of the successful intervention, the Buyer shall be liable for this. The Buyer is entitled to resell the reserved goods in the ordinary course of business. However, he hereby assigns to SMART Dental GmbH all claims arising from this resale up to the amount of the purchase price claim. SMART Dental GmbH accepts this assignment.

SMART Dental GmbH authorizes the Buyer to collect the claims assigned to it from a resale for its account in its own name. SMART Dental GmbH's authority to collect the claims itself remains unaffected by this, but it undertakes not to do so as long as the Buyer duly fulfills its payment obligations. In the event of revocation, the Buyer is obliged to inform SMART Dental GmbH of its customers and to hand over all necessary documents that are useful for the assertion of the claim by SMART Dental GmbH. If the Buyer makes use of the collection authorization, SMART Dental GmbH shall be entitled to the collected proceeds in the amount of the delivery price agreed between the Buyer and Smart dental GmbH® for the reserved goods. SMART Dental GmbH reserves ownership rights, copyrights and other industrial property rights to drawings, sketches, samples, modifications, illustrations, cost estimates and other documents. They may not be made accessible to third parties without the express consent of SMART Dental GmbH.

5. Payment

5.1 Method of payment

Payments must be made in cash, cash on delivery, by check or bank transfer. Unless otherwise agreed, the invoice is payable in EURO (cashless). Payments must be made directly to SMART Dental GmbH. The sales partners or sales representatives of SMART Dental GmbH are not authorized to accept payments. Offsetting is only permitted with undisputed or legally established claims. Other deductions (e.g. postage) are not permitted. Payments shall always be used to settle the oldest due debt items plus the default interest accrued thereon.

5.2 Dates

Payments are due immediately and payable net cash within 14 days from the date of issue of the invoice. Postponement of the invoice expiry date (value date) is generally excluded, unless previously agreed with SMART Dental GmbH.

5.3 Discounts

SMART Dental GmbH grants a 2% discount on purchase price invoices, provided they can be collected by direct debit. A discount is not granted for repair invoices.

5.4 Delay

If an invoice is paid after the due date and the payment deadline specified in Section 5.2, SMART Dental GmbH shall charge default interest at a rate of 5% above the prime rate for end consumers and 8% above the prime rate if a consumer is not involved. Further claims for damages are therefore not excluded. SMART Dental GmbH shall not be obliged to make any further deliveries under any contract if invoice amounts due, including interest on arrears, have not been paid in full.

6. Defects

6.1 Reprimand

Complaints about obvious defects must be made in writing to SMART Dental GmbH no later than 7 days after receipt of the goods. Customary or reasonable minor, technically unavoidable deviations in quality, color, dimensions, weight, equipment or design may not be objected to. SMART Dental GmbH accepts no liability for defects caused by non-compliance with care instructions or incorrect handling (e.g. corrosive chemical cleaning baths, ultrasonic baths, etc.), or for modifications or repairs that have not been carried out by SMART Dental GmbH. Returns may only be made with prior written consent and with an enclosed copy of the invoice.

6.2 Remedy of defects

In the event of justified complaints, SMART Dental GmbH has the right to repair the goods or deliver defect-free replacement goods after receipt of the returned goods. The Buyer may only assert claims for reduction or withdrawal from the contract if the subsequent performance has failed. SMART Dental GmbH shall bear the transport, travel, labor and material costs incurred, unless these are increased by the fact that the goods have been taken to a place other than the buyer's place of residence or commercial establishment.

7. Liability

SMART Dental GmbH shall only pay damages in cases of intentional or grossly negligent breaches of contract. In the event of further culpable breach of essential contractual obligations, SMART Dental GmbH shall only be liable for reasonably foreseeable damage typical of the contract. In all other respects, the Buyer's claims for damages arising from direct or indirect damage shall be limited to the purchase price of the delivered goods or, in the event of delay, to the outstanding part of the delivery. These limitations of liability shall not apply to damages resulting from injury to life, body or health which are based on a breach of duty for which SMART Dental GmbH or its vicarious agents are responsible. If the Buyer wishes to claim damages instead of performance, he must set SMART Dental GmbH a four-week period after expiry of the subsequent delivery period. The period shall be calculated from the day on which the buyer's notification is sent by registered letter.

8. Resignation

In the event of significant breaches of duty by the Buyer and in the event of default in payment, SMART Dental GmbH shall be entitled to withdraw from the contract and to take back the goods subject to retention of title after a previous unsuccessful deadline has been set, and the Buyer shall be obliged to surrender them. Claims for damages are therefore not excluded. If SMART Dental GmbH becomes aware of circumstances according to which the customer proves to be unworthy of credit and the claims of SMART Dental GmbH are thereby jeopardized, SMART Dental GmbH may demand security or advance payment of the full purchase price or withdraw from the contract.

9. Statute of limitations

Claims of the buyer due to a defect or a breach of duty shall lapse after one year.

10. Place of jurisdiction/choice of law

The place of jurisdiction (also for actions on bills of exchange and checks) is Munich, provided that the buyer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. German law shall apply, also in the case of deliveries abroad, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11. Interpretation of contradictory general terms and conditions

The Buyer agrees to the above Terms and Conditions of Sale and Delivery unless he objects in writing within one week. SMART Dental GmbH shall not recognize any other terms and conditions of purchase of the Buyer. Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. Instead, they shall be replaced by a provision that comes closest to the economic purpose originally intended by the parties.

12. Software usage

12.1 If the scope of delivery includes software, SMART Dental GmbH retains all rights to know-how and products that are worthy of protection as intellectual property, without prejudice to its obligation to provide the software to the Customer. SMART Dental GmbH grants the customer a non-exclusive and non-transferable right of use. The provision of user documentation and the provision of maintenance and service documentation shall in any case require a separate written agreement.

12.2 The Customer may only use the software together with the specific hardware or with the hardware supplied together with the software. The use of software together with other devices requires the prior written consent of SMART Dental GmbH. The Customer may not modify, reverse engineer, translate, extract or otherwise link the software with other programs, irrespective of statutory provisions.

12.3 The Customer shall receive a single license to the software and may make one copy of the software for backup purposes only. If SMART Dental GmbH expressly grants the Customer multiple licenses, the Customer must comply with the instructions on duplication provided by SMART Dental GmbH. In particular, the Customer is obliged to document the location of all copies and to submit these documents to SMART Dental GmbH on request.

12.4 The Customer may not grant any sublicenses. If the Customer transfers software together with the delivered devices to a third party, he may not grant the respective third party more rights than those granted to him by SMART Dental GmbH. If the Customer and/or a third party transfers a software license to a third party, the Customer and/or the third party may not retain a copy of the software. Multiple licenses may only be resold in their entirety.

12.5 The Customer and/or third party must ensure the fulfillment of all obligations arising from these GTC by this third party. The Customer shall indemnify and hold SMART Dental GmbH harmless for all liabilities arising from a breach of the GTC by a third party.