DeutschLast updated 21.02.2018
These terms and conditions apply to all legal transactions of the companies, in particular to the supplies and services of CADstar Dental Solutions GmbH (FN 315160x LG Salzburg) Sparkassenstr. 4, A-5500 Bischofshofen and CADstar Technology GmbH (FN 280662p LG Salzburg) Grasslau 30, A-5500 Bischofshofen, hereinafter referred to as “CADstar”, unless otherwise agreed in individual agreements.
The corporate purpose of CADstar Dental Solutions GmbH is the trade in dental prostheses.
The corporate purpose of CADstar Technology GmbH is the production and trading of milling services and semi-finished products, as well as the production and sale of 3D scanners.
1. Offer, contract conclusion and contract content
1.1 “CADstar” only concludes contracts with entrepreneurs/companies in the B2B area. The following terms and conditions apply to all current and future deliveries and services of “CADstar” to its customers in the B2B area, even if not expressly referred to. Deviating business or delivery conditions of the customer shall only be valid with our written consent. Persons who place orders or deliver or pick up goods for processing are deemed to have the authority to accept our terms and conditions for the customer. With the order our customer expressly and unconditionally accepts these terms and conditions. These terms and conditions are also available online at https://www.cadstar.dental/en/disclosure-requirement/terms-and-conditions/.
1.2: Our offers are non-binding unless they are expressly designated as binding.
1.3 A contract is concluded exclusively by a written order confirmation on our part or by mutual signing of a purchase or hire(purchase) contract.
1.4 Our employees are not entitled to enter into agreements which deviate from our general terms and conditions or concluded contracts without the written consent of the management. Such agreements require our written confirmation.
1.5 Information in catalogues, brochures, etc. is non-binding and shall only be part of the contract, insofar as the order confirmation expressly refers to it.
1.6 The contents of our order confirmations and contracts are to be checked by the recipient who is obligated to notify us immediately of deviations from the message sent to him/her, otherwise the transaction shall be deemed concluded with the content confirmed by us.
2. Prices, costs
2.1: All prices are based on our respective valid price lists and are non-binding and are, unless otherwise stated, in Euro and excluding the statutory value added tax. All transport and packaging costs, freight and insurance charges, customs duties, fees and charges shall be borne by the customer.
2.2: The statutory sales tax shall be charged additionally in the current amount. For intra-community services and deliveries, the customer must provide at the latest with the order its valid VAT ID number, otherwise the customer shall be liable for the VAT invoiced.
2.3 All prices quoted are “ex works” INCOTERMS 2010 and in particular do not include the respectively valid statutory value-added tax, costs for transport, transport insurance, assembly or installation, import sales tax, customs duties, export license, etc. Insofar as CADstar organises the transport of the contract goods, this shall be performed exclusively on behalf, at the expense and risk of the customer. The costs incurred hereby shall be charged to the customer by CADstar.
3. Terms of payment, prohibition of compensation
3.1 The due date of our invoices is derived from our order confirmation or the agreement in the concluded purchase and rental (purchase) contracts. Transfers shall only be valid as payment upon receipt of the amount in our account on the value date. Checks shall be accepted only after written agreement and only on account of payment.
3.2: In case of late payment by the customer, we shall be entitled to default interest of 9.2% p.a. above the base interest rate. In the event of default of payment, the customer undertakes to reimburse the dunning and collection charges incurred to us, insofar as they are necessary for the purpose of legal prosecution. In all cases, this shall include a lump sum for reminder fees of EUR 25.00 pursuant to § 458 of the Austrian Corporation Code. The assertion of further rights and claims remains unaffected. In the event of default of the customer with a (partial) payment, we shall be entitled to make outstanding, but not yet due invoice amounts due immediately and/or demand advance payment or security for future deliveries and services.
3.3: The offsetting of counterclaims of the customer disputed by us and not legally established, of whatever kind, is excluded, as well as the exercise of a right of retention without a legally binding title or due to claims arising from other legal transactions.
4. Delivery time, delay in delivery, impossibility, acceptance delay
4.1: We shall only be obligated to perform the service as soon as the customer has fulfilled all its obligations, which are necessary for the delivery (e.g. receipt of the agreed down payment). The delivery times and dates shall be fulfilled by us as far as possible. Unless expressly agreed as binding, they are not binding and are always to be understood as the estimated time of delivery and handover to the customer. A withdrawal from the contract by the customer due to default in delivery shall only be possible after setting a reasonable additional period of at least 4 weeks. The withdrawal must be asserted by registered letter. The right of withdrawal relates only to the delivery or service part for which arrears have occurred.
4.2: The delivery deadline is deemed met if the delivery item has left our factory or the readiness for shipment has been notified. Subsequent changes and additions of the customer extend the delivery time correspondingly. The same applies if unforeseen hindrances occur outside our sphere of influence and/or that of our subcontractor, such as force majeure, war or terrorist attacks, earthquakes, conflagrations, floods, landslides and avalanches, strike, lockout, delay in the delivery of essential raw materials, other materials or parts.
4.3: Claims for compensation of the customer are excluded in all cases of late or unfulfilled delivery even after expiry of the period of grace, except in the case of intent or gross negligence.
4.4: If a delivery is not possible due to delivery difficulties and/or price increases at our suppliers, we shall be entitled to withdraw from the contract without any obligation to pay compensation.
4.5 Goods not accepted on the agreed delivery date shall be stored at the risk and expense of the customer for a maximum of 4 weeks. The customer must pay storage fees in the amount of € 30.00 / per scanner / week. At the same time, we shall be entitled either to insist on fulfilment of the contract or to withdraw from the contract after setting a reasonable period of grace and to make use of the goods elsewhere. In the event of making use of them, a penalty of 25% of the invoice amount (excluding VAT), which shall become immediately due and not be subject to the judicial moderation right, shall be deemed agreed.
5. Delivery, shipping, transfer of risk
Unless otherwise agreed in writing, delivery of the goods shall take place from our factory or our respective permanent establishment. The customer is obligated to accept our deliveries and services. We deliver without insurance. The risk of accidental damage, the loss or misplacement of the delivery item shall pass to the customer as soon as the delivery item has been handed over to the carrier or the other shipping party, in case of default of acceptance by the customer from readiness for dispatch. This also applies if partial deliveries are made or if we have assumed other services. In the absence of an express agreement to the contrary, the goods are considered to be sold “ex works” INCOTERMS 2010.
6. Retention of title, assignment of claims
6.1. CADstar shall retain ownership of the delivered contract goods until full payment of the claims of CADstar from the business relationship with the customer, but in any case until full payment of the claims under the contract.
6.2: During the period of retention of title, the customer shall be entitled to own and use the contractual items, as long as it fulfils its obligations from the present contract, in particular the agreed retention of title, and is not in default of payment. The resale of contractual items subject to retention of title shall be permitted to the customer only in the context of its normal business operations and the right conferred by CADstar to resell the contractual items. The customer relinquishes in advance all claims arising from the resale of the contractual items to CADstar as a precautionary measure. This assignment of claims must be stated in the accounts of the customer. The customer is entitled and obligated to collect the claims ceded to CADstar insofar as CADstar does not expressly revoke this authorisation and the contract partner punctually fulfils its payment obligations.
6.3: In the case of default of payment, we shall be entitled to secure the goods, whereby this does not cancel the obligations of the customer from the present contract, in particular for payment. If we make use of our retention of title and take back the goods, the credit for the goods returned on the basis of the retention of title shall be made taking into account a reasonable price reduction for use, wear and other circumstances, but at least 30% of the invoice value.
6.4: Insofar as the contracted goods owned by the customer, which are still under retention of title, are seized, CADstar must be informed immediately and the customer must do everything so that the contractual items are released to CADstar. The customer undertakes to notify CADstar of any access by third parties to goods in their possession without delay. The customer is obligated to notify third parties that choose to access or receive any contractual items from CADstar in writing that it is the property of CADstar. Any costs incurred by CADstar for the pursuit of property claims or interventions shall be borne by the customer.
The customer undertakes to inform us before registering for insolvency proceedings, so that we can take delivery of goods delivered under retention of title and in our ownership.
6.5: The customer is expressly prohibited from pledging contractual items delivered under retention of title or assigning them as collateral.
6.6: The customer is obligated to maintain and secure the contractual items in the proper condition during the period of retention of title. The customer hereby assigns all claims that replace the goods subject to retention of title, in particular insurance claims or claims arising from tort, loss or
7. Guarantee, warranty, damages, product liability
3D scanners, milling services which are not dental prostheses
7.1: CADstar warrants its 3D scanners for two years from the date of invoice.
7.2: In the event that the corporate purpose of the customer is the resale of this scanner, the guarantee shall start no later than 3 months from the invoice date to the customer.
7.3: By claiming the CADstar SCAN.CARE guarantee extension under the
SCAN.CARE support terms, CADstar shall extend the guarantee to
4 years for all system components of the scanner unit. This requires the conclusion of a corresponding agreement to extend the guarantee and payment of the lump sum for the respective scanner. The terms of the CADstar SCAN.CARE guarantee extension are available online at https://www.cadstar.dental/en/service/guarantee/.
7.4: If guarantee or warranty claims occur during the warranty period, the customer must immediately report the defects and the warranty processing will be carried out by CADstar according to the warranty conditions. These warranty conditions are available online at https://www.cadstar.dental/en/service/guarantee/.
7.5: The warranty obligation of CADstar for milling services and semi-finished products, which are not dental prostheses, are governed by the statutory provisions.
7.6: For justified defects, the warranty shall be limited to improvement, new delivery, supplement of missing or price reduction. Several reworks and replacement deliveries are permitted. Conversion claims are excluded. The warranty expires if the customer or a third party unauthorised by us has made any changes or repairs to the goods.
7.7: In order to perform the services under the granted guarantee or warranty, the customer must deliver the goods to us as well as pick them up from us at its own expense and risk. Insofar as we organise this transport on behalf of the customer, this shall be done at the cost and risk of the customer. The costs incurred hereby shall be charged to the customer by CADstar.
7.8: We shall not be liable for any damage resulting from improper use, damage due to misuse, improper handling, natural wear, faulty or negligent handling or storage or use in a hazardous environment (radioactive radiation exposure).
7.9: Insofar as this is not contrary to mandatory law and unless otherwise stipulated in these conditions, we shall only be liable for compensation for damages that we caused by gross negligence or intent. However, this limitation of liability does not apply to the compensation of personal injury. We shall not be liable for indirect damages of any kind, lost profits, interest losses, omitted savings, consequential and pecuniary damages or other expenditures as well as for damages from claims of third parties. In the case of gross negligence, the liability shall be limited in amount to the value of the delivery of goods, but not more than the amount that is covered by our insurance.
7.10: We do not guarantee the compatibility of the delivery items with products from other suppliers.
8. Guarantee for milling services (Dental prostheses)
CADstar warrants the following CADstar products for the following specified duration:
8.1: To their customers, if the products they deliver do not meet the high quality standards of CADstar – in terms of material and workmanship.
8.2: To dentists and oral surgeons, if an implant manufacturer does not fulfil his warranty towards the dentist because a CADstar abutment was used.
▪ Titanium abutments 30 years from the date of delivery
▪ Zircon abutments with titanium adhesive base 15 years from the date of delivery
▪ Abutment screws also supplied 30 years from the date of delivery
▪ Products made of zirconium dioxide 5 years from the date of delivery
The special guarantee for dentists and oral surgeons shall only be valid if the product has been properly installed in the jaw and the work is performed in accordance with the separate Guarantee brochure for doctors which is available online at https://www.cadstar.dental/en/service/guarantee/.
9. Electronic commerce
9.1. Orders or other legal declarations of the customer can be validly sent using our electronic forms and by email, however, to be effective, they require faultless access from us. Transmission errors regardless of the cause are the responsibility of the customer.
9.2: We reserve the right, due to a malfunction of our data processing system, immediately by appropriate means (individual message, announcement on our websites) to revoke the validity of individual or temporally determined legal explanations and to make or request the repeated, valid transmission thereof.
10. Legal validity, place of performance, applicable law, place of jurisdiction, data collection
10.1 Place of performance and place of payment is exclusively the registered office of our company at our business address.
10.2 Austrian property law shall be exclusively applicable, with the exclusion of the rules of international private law (e.g. IPRG, Rome I-VO etc) and the UN sales law.
10.3: For all disputes arising from a contractual relationship or legal transaction with CADstar, the Austrian, ordinary jurisdiction as well as the exclusive jurisdiction of the relevant court for CADstar, namely the District Court of St. Johann/Pg. or the provincial court Salzburg, are agreed.
10.4: If any provision of these terms and conditions be legally invalid and/or void or in the course of their duration, this shall not affect the legality and validity of the remaining provisions. In this case, the legally invalid and/or void (invalid, and/or nullified) provision shall be replaced by us by such, which is legal and valid and corresponds to the economic effect of the replaced provision, as far as possible and legally permissible.
10.5: Agreements, additions and any changes to our terms and conditions as well as the contracts and agreements concluded with us shall only be valid if agreed in writing by the contract parties. This also applies to the deviation from this form requirement.
10.6: The data related to our business relationships (in particular name, address, telephone and fax numbers, email addresses, order, delivery and billing address, order date, ordered or delivered products or services, number of pieces, price, delivery dates, payment and dunning data, etc.) shall be stored and processed in our IT system. The customer declares its consent to this.