§ 1 Contents of the contract
We accept orders by post, telephone, facsimile or e-mail. As long as Novodent does not confirm an order expressly, shipment of the goods is considered to be the acceptance of the order. After processing of an order, cancellation can only be effected in the form of exchange (§ 8). Product classification and prices listed in the Novodent pricelist were valid at the time of publishing; however we reserve the right to change them without prior notice. In general, prices and conditions of Novodent valid at the time of ordering are applicable. However, in case of execution of the shipment later than four months after an order due to circumstances beyond our control, prices at the time of delivery are applicable. Errors and misprints are accepted.
The prices shown in the catalogue are net prices; the dealers discount is already deducted. Prices are quoted plus VAT at the appropriate rate of the time of delivery where applicable.
§ 2 Shipment
Shipment is effected from the Novodent headquarters (EXW). Part shipments can be delivered and invoiced. However, the total value of the order is relevant for the calculation of shipping costs. A mark-up for small-volume purchases of € 10,-- is charged for orders under € 100,--. Goods are shipped insured. Transportation damage must be notified within 24 hours.
In case of default in accepting the delivery of goods due to the customer’s fault, Novodent reserves the right to demand payment after a grace period of 10 days or to withdraw from the contract and demand damages for non-performance.
§ 3 Extension of period of delivery
In case of force majeure, strike, official decrees as well as plant interruption due to reasons beyond our control with duration of more than one week, the period of acceptance will be extended appropriately for the duration of the interruption.
The counterparty has the right to claim rescission of contract at minimum two weeks notice per facsimile or recommended letter. Claims for damages are excluded in the cases stated above.
§ 4 Payment
The invoice is made out at the day of delivery or provision of the goods. Payment for invoices must be received within 15 days from the date of invoice.
§ 5 Delay in payment
Interest on defaulted payment will be charged at the rate of discount of the German Bundesbank plus 5 %. Until full payment of the invoiced amounts including interest on defaulted payment, Novodent is not obliged to any further delivery or is authorized to ask for advance payment before proceeding with an order. In case of default with one invoiced amount, all other open amounts fall due and payable immediately.
Novodent charges minimum the following overdue fines: € 2,-- for the first letter of reminder, € 4,-- for the second, and € 8,-- for the third.
Novodent reserves the right to place the customer on prepayment at any time.
§ 6 Offset and Credit note
Offset is permitted with undisputed and legally ascertained claims only. Retention of due amounts is impermissible, except in the case of a suspension of payments by Novodent.
Credit notes are set off automatically for customers with open account agreements, all others are set off against the following invoice.
§ 7 Notification of Damage
Novodent must be informed before goods are returned (Tel. 00423 3771600; Fax 00423 3771509). Complaints must be included to the return consignment in written form. Novodent must be notified about complaints within 10 days after receipt of the goods. Usual or minor deviations which are technically unavoidable do not entitle to complaints.
In case of justified complaints, Novodent has the right to improve the delivery or to supply a replacement free of faults within four weeks after receipt of the return delivery. After hat, the legal requirements shall be in effect.
§ 8 Exchange
Novodent must be informed before goods are returned (Tel. 00423 3771500; Fax 00423 3771509).
A note stating the reason of the return must be enclosed to every return consignment. Credit notes cannot be made before Novodent has received the return consignment. Materials that are intact and not opened can be exchanged within 14 days after receipt upon the customer’s request. In any case, the customer bears any additional costs caused by the return consignment.
§ 9 Retention of title
All goods remain the property of Novodent until all claims originated from the business connection with the customer have been settled. The customer is authorized to resell the goods as long as he is not in delay with his due obligations. In case the goods are processed, Novodent acquires joint ownership of the products in proportion to the value of the processed Novodent materials in relation to the other processed materials, however at least in the amount of the unsettled claim. The customer cedes all claims resulting from the resale, including all ancillary rights and potential securities, to Novodent. Novodent is authorized to collect claims resulted from the resale until revoked. Upon request, the customer is obliged to inform his buyers about the cession in Novodent’s favour and to provide Novodent with the information and documents necessary for collection of outstanding debts. Pledging of goods under conditional sale is inadmissible. In case of a levy of execution, the customer must explicitly refer to the retention of title and is obliged to inform Novodent without delay. Should the value of the securities reserved to Novodent exceed the amount of open claims by more than 20 %, Novodent will release fully paid merchandise of the customer’s choice out of the retention of title.
§ 10 Place of fulfilment and court of jurisdiction
Place of fulfilment for all obligations from a contract of delivery is the domicile of Novodent. Appointed court of jurisdiction (also for actions on bills and checks) is also the domicile of Novodent. This clause is applicable only for customers who are merchants or legal persons.
§ 11 Effectiveness of the terms
Should individual terms be or become void, or contain any omission, the legal effectiveness of the other terms is not affected. Instead of the void term a valid stipulation, which comes closest to the intended stipulation, shall be in effect as agreed upon; likewise in the case of an omission.
NOVODENT Ets, Industriestrasse 32 9487 Bendern Liechtenstein Tel. 00423 3771500; Fax 00423 371509 or 00423 3771508; E-mail: frontoffice@novodent.com, www.novodent.com
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