Terms of service

table of contents

1. scope
2. conclusion of contract
3. Prices and terms of payment
4. Delivery and shipping conditions
5. Force majeure
6. Delay in performance at the customer's request
7. retention of title
8. MLiability for defects / Warranty
9. liability
10. Statute of limitations
11. Retention, assignment
12. Governing Law, Jurisdiction

1) Scope

1.1These General Terms and Conditions (hereinafter "GTC") of Frank Dental GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods that an entrepreneur (hereinafter "Customer") concludes with the Seller regarding the goods presented by the Seller in its online shop. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2These terms and conditions also apply exclusively if the seller, with knowledge of conflicting or deviating terms and conditions of the customer, carries out the delivery to the customer without special reservation.

1.3An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her commercial or independent professional activity.

2) Conclusion of contract

2.1The product descriptions displayed in the seller's online shop do not constitute binding offers on the part of the seller, but serve as an invitation to the customer to submit a binding offer.

2.2The customer can submit an offer via the online order form integrated into the seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding offer to purchase the goods and/or services contained in the shopping cart by clicking the button that finalizes the order. Alternatively, the customer can also submit the offer to the seller by email, fax, online contact form, mail, or telephone.

2.3The seller can accept the customer’s offer within five days,

• by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive, or
• by delivering the ordered goods to the customer, whereby receipt of the goods by the customer is decisive, or
• by requesting payment from the customer after placing the customer's order, or
• provided that payment by direct debit is offered and the customer chooses this payment method by having the total price debited from the customer's bank account, whereby the decisive factor is the time at which the customer's account is debited.

If several of the aforementioned alternatives exist, the contract is concluded at the time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends on the expiry of the fifth day following the sending of the offer. If the seller does not accept the customer's offer within the aforementioned period, this is deemed to be a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent.

2.4When selecting a payment method offered by PayPal, payment processing is handled via the payment service provider PayPal (Europe). S.à rl et Cie, S.CA, 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal Terms of Use, available at https://www.paypal.com/de /legalhub /paypal /useragreement-full or – if the customer does not have a PayPal account – subject to the terms and conditions for payments without a PayPal account, which can be viewed at https://www.paypal.com/de /legalhub /paypal /privacywax-fullIf the customer pays using a payment method offered by PayPal that can be selected during the online ordering process, the seller already declares acceptance of the customer's offer at the moment the customer clicks the button that completes the ordering process.

2.5When an offer is submitted via the seller's online order form, the contract text is stored by the seller after the contract is concluded and sent to the customer in text form (e.g., email, fax, or letter) after the order has been placed. The seller does not make the contract text available in any other way. If the customer has created a user account in the seller's online shop before placing their order, the order data is archived on the seller's website and can be accessed free of charge by the customer via their password-protected user account using the corresponding login details.

2.6Before submitting a binding order via the seller's online order form, the customer can identify potential input errors by carefully reading the information displayed on the screen. A useful technical aid for better error detection is the browser's zoom function, which enlarges the screen display. The customer can correct their entries during the electronic ordering process using standard keyboard and mouse functions until they click the button that finalizes the order.

2.7The German language is the only language available for concluding the contract.

2.8Order processing and communication generally take place via email and automated order processing. The customer must ensure that the email address provided for order processing is correct so that emails sent by the seller can be received at that address. In particular, if using spam filters, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller for order processing can be delivered.

2.9If the parties have agreed on special conditions, these generally do not apply to existing and future contractual relationships with the customer.

2.10If the customer is financially unable to fulfill their obligations to the seller, the seller may terminate existing exchange contracts with the customer without notice by withdrawing from the contract. This also applies in the event of the customer filing for insolvency. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The customer shall inform the seller in writing of any impending insolvency at an early stage.

3) Prices and terms of payment

3.1When selecting a payment method offered via the "Shopify Payments" service, payment processing is handled by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Shopify Payments are displayed to the customer in the seller's online shop. Stripe may use other payment services to process payments, which may be subject to separate terms and conditions. The customer will be notified of these separately if applicable. Further information about "Shopify Payments" is available online at [website address missing in original text]. https://www.shopify.com/legal /terms-payments-de available.

3.2Unless otherwise stated in the seller's product description, the prices quoted are net prices, subject to statutory VAT. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties and taxes will be charged separately, if applicable.

3.3The customer has various payment options available, which are specified in the seller's online shop.

3.4If advance payment by bank transfer is agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.

3.5When selecting the payment method "purchase on account," the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price is payable within 14 (fourteen) days of receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to offer the payment method "purchase on account" only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. In this case, the seller will inform the customer of this payment restriction in the payment information section of the online shop. The seller further reserves the right to conduct a credit check when the payment method "purchase on account" is selected and to refuse this payment method if the credit check is negative.

3.6When selecting a payment method offered via the payment service "Mollie," payment processing is handled by the payment service provider Mollie BV, Keizersgracht 313, 1016 EE Amsterdam, Netherlands (hereinafter: "Mollie"). The individual payment methods offered via Mollie are displayed to the customer in the seller's online shop. Mollie may use other payment services to process payments, which may be subject to separate terms and conditions. The customer will be notified of these separately if applicable. Further information about "Mollie" is available online at [website address missing in original text]. https://www.mollie.com/de / available.

3.7When selecting SEPA Direct Debit as the payment method, the invoice amount is due after a SEPA Direct Debit mandate has been issued, but not before the pre-notification period has expired. The direct debit will be collected when the ordered goods leave the seller's warehouse, but not before the pre-notification period has expired. Pre-notification is any communication (e.g., invoice, policy, contract) from the seller to the customer announcing a charge via SEPA Direct Debit. If the direct debit is not honored due to insufficient funds or incorrect bank details, or if the customer objects to the debit without justification, the customer is liable for any fees incurred by the respective financial institution for the chargeback, provided the customer is at fault.

3.8A payment is considered received as soon as the equivalent value has been credited to one of the seller's accounts. In the event of late payment, the seller is entitled to default interest at a rate of 10 percentage points above the respective base interest rate. The seller's other legal rights in the event of late payment by the customer remain unaffected. If any invoices are overdue, incoming payments will first be applied to any costs and interest, and then to the oldest outstanding invoice.

3.9Should unforeseen cost increases occur (e.g., currency fluctuations, unexpected price increases from suppliers, etc.), the seller is entitled to pass the price increase on to the customer. However, this only applies if delivery is scheduled to take place more than four months after the conclusion of the contract.

4) Delivery and shipping conditions

4.1Unless otherwise agreed, goods will be delivered to the delivery address provided by the customer. The delivery address specified in the seller's order processing system is decisive for the transaction.

4.2The seller is entitled to make partial deliveries, provided this is reasonable for the customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.

4.3The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery to the seller by its own suppliers. This applies only if the non-delivery is not the seller's fault and the seller has concluded a specific cover transaction with the supplier with due diligence. The seller will make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the payment will be refunded immediately.

4.4The risk of accidental loss or damage to the goods sold passes to the customer as soon as the seller has handed the goods over to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only provided at the customer's express request and expense.

4.5In the event that the shipment of goods to the customer is delayed for reasons attributable to the customer, the risk passes to the customer upon notification of readiness for shipment. Any storage costs incurred after the transfer of risk shall be borne by the customer.

4.6Self-collection is not possible for logistical reasons.

5) Force majeure

In the event of force majeure affecting the performance of the contract, the seller is entitled to postpone delivery for the duration of the impediment and, in the case of longer-term delays, to withdraw from the contract in whole or in part, without any claims arising against the seller. Force majeure includes all events unforeseeable by the seller or those which – even if foreseeable – are beyond the seller's control and whose impact on the performance of the contract cannot be prevented by reasonable efforts on the part of the seller. Any statutory rights of the customer remain unaffected.

6) Delay in performance at the customer's request

If, at the customer's request, shipment or delivery of the goods is delayed by more than one month after notification of readiness for shipment, the customer may be charged storage fees of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The parties remain free to prove a higher or lower amount of damages.

7) Retention of title

7.1The seller retains title to the delivered goods until full payment of the purchase price is received. Furthermore, the seller retains title to the delivered goods until all claims arising from the business relationship with the customer have been settled.

7.2In the event of processing of the delivered goods, the seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing is carried out together with other materials, the seller acquires ownership in proportion to the invoice value of their goods relative to the value of the other materials. If, in the case of combination or mixing of the seller's goods with an item belonging to the customer, the latter is considered the principal item, co-ownership of the resulting item passes to the seller in proportion to the invoice value of the seller's goods relative to the invoice value, or, in the absence of such a value, to the market value, of the principal item. In these cases, the customer is considered the custodian.

7.3The customer may neither pledge nor assign as security any goods subject to retention of title or other rights. The customer is only permitted to resell the goods in the ordinary course of business if, as a reseller, the customer has effectively assigned to the seller all claims against its customers arising from such resale, and the customer transfers title to the goods to its customers subject to payment. By concluding this contract, the customer assigns to the seller, as security, all claims against its customers arising from such resales, and the seller simultaneously accepts this assignment.

7.4The customer must immediately notify the seller of any access to goods owned or co-owned by the seller, or to assigned receivables. The customer must immediately remit to the seller any amounts collected by the customer that have been assigned to the seller, insofar as the seller's claim is due.

7.5If the value of the seller's security rights exceeds the amount of the secured claims by more than 10%, the seller will release a corresponding portion of the security rights at the customer's request.

8) MLiability for defects / Warranty

If the purchased item is defective, the provisions of the statutory law apply. MLiability for defects. The following applies in deviation from this:

8.1MWarranty claims do not arise in cases of natural wear and tear or damage occurring after the transfer of risk due to faulty or negligent handling, excessive strain, unsuitable operating materials, or due to special external influences not anticipated by the contract. Furthermore, no warranty claims exist for improper modifications or repairs carried out by the customer or third parties, nor for any resulting consequences. MClaims for defects are excluded unless the customer can prove that the alleged defect was not caused by these changes or repair work.

8.2A minor defect does not give rise to warranty claims and does not entitle the customer to refuse delivery of the goods. Should part of the goods have a significant defect, the customer is not entitled to refuse the entire delivery. This does not apply if the partial delivery is of no interest to the customer. Furthermore, payments may only be withheld by the customer to an extent that is proportionate to the defect. If the goods are provided free of charge, the MThe seller's liability for defects is excluded, unless there is intent or gross negligence.

8.3For new goods, the limitation period is MWarranty rights are one year from delivery of the goods. For used goods, the MRights of non-employees excluded.

8.4The aforementioned limitations of liability and reductions of the limitation period do not apply.

• for items which, according to their usual purpose, have been used for a building and have caused its defectiveness,
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect, as well as
• for the customer's statutory right of recourse against the seller

8.5In the case of subsequent performance, the seller has the right to choose between repair or replacement.

8.6This takes place within the framework of MIn the case of a replacement delivery due to a defect, the limitation period does not begin anew.

8.7If the remedy for a defect is provided by way of replacement delivery, the customer is obligated to return the originally delivered goods to the seller within 30 days. The return package must include the reason for the return, the customer's name, and the order number assigned to the purchase of the defective goods, which enables the seller to identify the returned goods. If and to the extent that identification of the return is not possible for reasons attributable to the customer, the seller is not obligated to accept the returned goods or refund the purchase price. The customer bears the costs of any reshipment.

8.8If the seller delivers a defect-free item for the purpose of subsequent performance, the seller can claim compensation for use from the customer in accordance with Section 346 Paragraph 1 of the German Civil Code (BGB). Other statutory claims remain unaffected.

8.9If the customer is acting as a merchant i.SPursuant to Section 1 of the German Commercial Code (HGB), the customer is subject to the commercial duty to inspect and give notice of defects in accordance with Section 377 of the HGB. If the customer fails to comply with the notification obligations stipulated therein, the goods are deemed approved.

9) Liability

The seller is liable to the customer for all contractual, quasi-contractual and legal, including tortious claims for damages and reimbursement of expenses as follows:

9.1The seller is fully liable for any legal reason.

• in case of intent or gross negligence,
• in the event of intentional or negligent injury to life, body or health,
• due to a guarantee promise, unless otherwise provided,
• due to mandatory liability such as under the Product Liability Act.

9.2If the seller negligently breaches a material contractual obligation, liability is limited to the foreseeable damages typical for this type of contract, unless unlimited liability applies pursuant to the preceding clause. Material contractual obligations are those obligations that the contract imposes on the seller according to its content for the achievement of the contractual purpose, the fulfillment of which is essential for the proper performance of the contract, and on the observance of which the customer may regularly rely.

9.3Furthermore, the seller's liability is excluded.

9.4The above liability provisions also apply with regard to the seller's liability for his vicarious agents and legal representatives.

10) Statute of limitations

Customer claims against seller become time-barred - with the exception of those under the point "MClaims governed by the provisions on liability for defects / warranty shall be made within one year of knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies in accordance with the preceding clause.

11) Retention, assignment

11.1The customer's rights of retention and refusal of performance are excluded unless the seller does not dispute the underlying counterclaims or these have been legally established.

11.2An assignment of claims arising from the contract concluded with the customer by the customer, in particular an assignment of any MThe customer's claims for defects are excluded.

12) Applicable law, place of jurisdiction

12.1All legal relations between the parties shall be governed by the law of the Federal Republic of Germany, excluding the laws on the international sale of goods.

12.2If the customer is a merchant, a legal entity under public law, or a special fund under public law, and has its registered office within the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the seller's place of business. If the customer has its registered office outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from the contract can be attributed to the customer's professional or commercial activities. In the aforementioned cases, however, the seller shall in any event be entitled to bring an action before the court at the customer's registered office.