Conditions of Use
Comprehensive sales and delivery agreement of the American Dental Systems GmbH, a limited liability corporation
1. Overview, General terms and conditions
1.1. A contract of sale can be created as follows:
. By written order, order by Telefax, e-mail, and through the online shop. An order confirmation must be given in text form.
. By telephone order: the customer service representative of ADS will take the order over the phone.
. Orders for Events: the customer service representative of ADS will take orders for planned events.
1.2. ADS sells and delivers to non-retail customers (Independent, Free lancers,
Traders) unless specifically stated in our general terms and conditions of sale.
1.3 The AGB of the other contracting parties (Buyers, Sellers) will not be of any force and effect
Our listed prices are valid until the conclusion of the contract, when the terms and conditions have been met and the sale is final.
The price list can be seen at our online shop. The website is at: http://www.adsystems.de/shop/.
The grounds for changes in the listed price are: fluctuations in the exchange rates of currencies or changes in prices by the supplier to ADS.
3. Freight and shipping costs
Upon delivery to the customer, the total freight and shipping costs are payable. The charges include delivery costs from the factory or the supplier's warehouse to ADS. The charges will be accordingly calculated and payable by the customer.
4. Assumption of risk
The liability for damages to the goods becomes the responsibility of the purchaser when they have been given to the freight forwarder. This is not valid if the buyer is the consumer.
5. Reservation of the ownership
5.1. Until the delivered goods are paid for in full, they remain the property of ADS.
5.2. Extended reservation of title: The contracting party is allowed to modify or sell the goods in accordance with the normal business practices of their firm or business practices.
When modifications are made to the products, the purchaser has taken possession of the goods, and upon payment in full, ownership.
If ADS is requested to modify the product, the published price list does not apply.
6. Invoice and correspondence
Irrespective of the method by which the Order was placed, the invoice will be electronically transmitted unless a printed invoice is specifically requested by the contracting partner.
7. Cash discount clause
7.1. If payment in full is made within ten days from the receipt of the bill (for bills in paper form this will be the date of the bill plus one day ; for electronically transmitted bills the date of the transmission), the contracting party will receive a discount of two (2) percent of the total contract.
The payment is considered made when the funds are credited to our account.
7.2. Notwithstanding the provisions of 7.1, no discounts will be given for orders for Events or for repair work.
8. Return of goods
ADS is not obliged nor required to accept the return of the goods. However, ADS will handle this in order to maintain good will. This is done for the purposes of maintaining customer relations and does not imply or recognize any legal obligation.
9. Liability for damages
To the extent that any liability has not been ruled out by preceding provisions of this AGB, ADS can only be held responsible for any claimed defects of the products in the following circumstances:
. By the breach of so-called cardinal regulations
. If caused by our advice or gross negligence
. By injury to the body or health of a person.
10. Specific contract provisions regarding participation in workshops, conferences, seminars (Hereafter collectively called events)
10.1. Registration for the events is exclusively governed by the following provisions under sections ten (10) of this AGB and any AGB of the contracting party is not legally relevant.
10.2. The registration for a workshop must be done by text form. The available places will be given in the order in which they are received by us.
10.3. Participation in the event is only through our confirmation. The transmission of the invoice and payment of same must be received at the latest seven weeks before the event.
10.4. A withdrawal from the event must be made at the latest six weeks before the event is scheduled. Such a withdrawal incurs a flat-rate charge of one hundred euros. (100.00€). This payment will be deducted from the total of the original invoice. The charge can be applied to another event.
In the case of a cancellation between fourteen (14) days and six (6) weeks, half the participation fee is payable. And cancellation less than fourteen (14) days before the event is not allowed---and the full amount must be paid. However, if another participant wishes to pay for the cancelled place, no penalty is incurred.
10.5. Insufficient Participants: If an Event has too few participants to be economically viable, it can be cancelled. All costs and fees will be eliminated. Previously paid costs and fees will be fully refunded.
10.6. Late Cancellation of scheduled speakers: If the scheduled speakers give us short notice of their cancellation so that no acceptable substitute experts can be scheduled, then the event will be cancelled. In order to avoid unnecessary expenses (such as travel), it is required that the participants have given us a fast and reliable method to communicate this to them. The participants must have supplied us with valid cell phone (handy) number, fax number, or e-mail address. All previously paid charges will be refunded. The participants have no other claim than for what they have actually paid.
10.7. Organizational changes and technical modifications of the agenda of the event is the sole right of ADS. The essential content of the booked event may not be altered.
11. Final provisions
11.1. Agreement on jurisdiction
By accepting this AGB, all persons, whether business people, judicial entities, or entities recognized as persons under the law, agree that any disputes about this contract be adjudicated in the courts in Munich, Germany, Federal Republic of Germany.
11.2. Choice of Law
The parties agree that the only laws applicable to this agreement are the Laws of the German Federal Republic. The provisions of the UN Sales Law, CISG, do not apply to this contract, per the agreement of the parties.