General Delivery Conditions issued by ZB 19 Kugellager und Dentaltechnik GmbH

These General Conditions shall apply to all deliveries and services – also to future deliveries and services – unless the Contracting Parties agree otherwise in individual cases. Any terms and conditions of the Buyer differing from those specified herein will not be binding on us. Declarations of any kind become only legally effective if confirmed in writing by us.

1. Quotations, Extend of Delivery

Our offers are without engagement. Our minimum order value amounts to € 100,00. We are delivering on account, by direct debit or against cash in advance.

Our written order confirmation shall be conclusive in determining the extent of deliveries and performances. No collateral agreements or amendments shall be effective unless accepted by us in writing.

2. Prices and Payment
Failing specific agreement to the contrary, our prices are always for deliveries ex works. Packing and transport will be invoiced separately. Invoices will be with the addition of VAT at the level chargeable under the law.

In the absence of any other specific agreement payment shall be made without any deductions within 30 days after date of invoice. In case of receipt of payment within 14 days from date of invoice we give a discount of 2%. In case of payment after the due date we shall invoice the legal overdue interest of 8 % above the basic interest with reservation to claim exceeding rights.

The Buyer is neither entitled to withhold any payments nor to offset any payments with counter-claims unless these counter-claims are not disputed or have been legally ascertained.

3. Time of delivery, Delay
Time of delivery is specified in the agreements of the contracting Parties. The observation of the delivery time is subject to the correct and timely delivery by subcontractors. The delivery time or deadline shall be reasonably extended in case of any delay arising out of force majeure. This shall also apply where such circumstances arise at subcontractors. We shall be entitled to effect partial deliveries. The delivery time shall be deemed to have been observed if, by the time of its expiry, the Contract products have left our works or the work of our subcontractors or if the Buyer has been notified of their readiness for shipment.

Should the Buyer suffer damage or loss as a result of a delay in delivery for which we are responsible, the Buyer shall to the exclusion of any other remedies be entitled to claim a lump-sum compensation. Such compensation shall amount to 0.5 % for each full week of delay, but limited to a maximum of 5 % of the value of the delayed part of delivery. In case of delay the Buyer shall be entitled to fix a final deadline for delivery in writing. Should we fail to meet such final deadline for a reason for which we are responsible, the Buyer shall be entitled to terminate the Contract. Further remedies with respect to our delay shall only be in accordance with clause 7.

4. Delivery, Passing of Risk

The delivery of our products is carried out by UPS (United Parcel Service). The sales terms agreed between the Contracting Parties shall be construed in accordance with the current version of the INCOTERMS as applicable at the time of Contract formation. Failing specific contractual arrangement the Contract products shall be deemed delivered “Ex Works Thüngersheim” (EXW).

The risk of loss during transportation is always on the Buyer’s account, even in case of deliveries carriage paid or deliveries free domicile except when such deliveries are carried out by us with own vehicles from our factory or warehouse.

If delivery is delayed or omitted by reasons not attributable to us, the risk shall pass to the Buyer when the Buyer has been notified of the readiness for shipment.

5. Reservation of title
We reserve the title to the delivered products until all our claims under the business relationship have been settled in full. The Buyer shall neither pledge nor transfer title to the delivered products as security. He shall inform us without delay if any rights of attachment or confiscation or any other rights of disposal by third parties are exercised.

If the Buyer does not comply with the terms of payment, we shall  be entitled to the recall and redemption of the products. If the Buyer stops payment or in case of a petition to open insolvency proceedings the delivered products shall be returned without demand. In case of the resale of the products the Buyer assigns already now all claims accruing from the resale of the products delivered with reservation of title as security, regardless whether the products were reprocessed or not.

6. Warranty
The Buyer must inspect the goods upon delivery without delay. He shall notify us by fax within three (3) working days after receipt of defective or wrong delivery or missing parts. If a defect appears later which was not ascertainable despite a careful inspection on receipt of goods (hidden defect), such defect shall be notified without delay in the manner described beforehand. Otherwise the goods shall be deemed to be insofar according to the Contract.

In case of justified defects notified in due time we shall at our option either repair such defect or replace the defective parts free of charge (supplementary performance).

We shall not be liable for defects caused by insufficient operation or maintenance, inaccurate assembling or commissioning or for normal wear. We shall not be liable for the fitness of the delivered goods for the purposes intended by the Buyer.

If we do not remedy defects or deliver replacement parts within a reasonable period set by the Buyer or if the supplementary performance fails (whereby we shall be entitled to two attempts) or if we refuse supplementary performance or such supplementary performance cannot reasonably be expected, the Buyer shall have the right to withdraw from the contract or have the right to scale down payment (reduction). Further remedies with respect to warranty shall only be permissible within the limits of clause 7. The right to withdraw shall not apply in case of insignificant defects.

Warranty claims shall be time-barred one year after delivery of the goods.

7. Liability

Any liability – for whatever legal reasons - for loss or damage accruing not to the delivered products shall only be accepted by us if such loss or damage is caused by slight negligence of a substantial contract obligation or by gross negligence or intent or malice by us or if we have guaranteed the absence of a defect. If we shall be liable for the slight negligence of a substantial contract obligation our liability shall be limited to such loss or damage which might typically be predicted. 

Moreover we shall be liable for claims according to the Product Liability Act and for damages because of culpable injury to life, body or health.

Any other claims are excluded.

8. Place of performance, Venue
The place of fulfilment for duties arising from the deliveries is Thüngersheim/Germany.

The German law shall apply. The legal venue shall be Würzburg. If the place of business of the Buyer is outside Germany the suing party may have the possibility that all disputes arising in connection with this contract or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) by one arbitrator without recourse to the ordinary courts of law. If the value in dispute exceeds EUR 50,000.00 the arbitral tribunal shall have three arbitrators.