General Terms and Conditions with Customer Information

Table of Contents

1. Scope
2. Conclusion of Contract
3. Right of Withdrawal
4. Prices and Payment Terms
5. Delivery and Shipping Terms
6. Retention of Title
7. Liability for Defects (Warranty)
8. Liability
9. Special Terms for Repair Services
10. Applicable Law
11. Place of Jurisdiction
12. Alternative Dispute Resolution

1) Scope

1.1 These General Terms and Conditions (hereinafter "T&Cs") of Rodenta Dentalhandel GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods that a consumer or business (hereinafter "Customer") enters into with the Seller with regard to 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.

1.2 A consumer within the meaning of these T&Cs is any natural person who enters into a legal transaction for purposes that cannot be attributed predominantly to their commercial or self-employed professional activity.

1.3 A business within the meaning of these T&Cs is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of its commercial or self-employed professional activity.

2) Conclusion of Contract

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

2.2 The Customer can submit the offer via the online order form integrated into the Seller's online shop. After placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contractual offer for the goods in the shopping cart by clicking the button that completes the order process. The Customer can also submit the offer to the Seller by e-mail, via an online contact form or by telephone.

2.3 The 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), in which case receipt of the order confirmation by the Customer is decisive, or
• by delivering the ordered goods to the Customer, in which case receipt of the goods by the Customer is decisive, or
• by requesting payment from the Customer after the Customer has placed the order.

If several of the aforementioned alternatives apply, the contract is concluded at the point in time at which one of the aforementioned alternatives first occurs. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end 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 a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment is processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal terms of use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or – if the Customer does not have a PayPal account – subject to the terms for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If 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 point in time at which the Customer clicks the button that completes the order process.

2.5 When an offer is submitted via the Seller's online order form, the contract text is stored by the Seller after the conclusion of the contract and transmitted to the Customer in text form (e.g. e-mail, fax or letter) after the Customer's order has been sent. The Seller does not make the contract text accessible beyond this. If the Customer has set up a user account in the Seller's online shop before sending their order, the order data is archived on the Seller's website and can be retrieved by the Customer free of charge via their password-protected user account by entering the relevant login data.

2.6 Before submitting a binding order via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means of better detecting input errors can be the browser's zoom function, which enlarges the display on the screen. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that completes the order process.

2.7 The language available for the conclusion of the contract is German.

2.8 Order processing and contact usually take place by e-mail and automated order processing. The Customer must ensure that the e-mail address provided for order processing is correct so that e-mails sent by the Seller can be received at this address. In particular, if SPAM filters are used, the Customer must ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller with order processing can be delivered.

3) Right of Withdrawal

3.1 Consumers are generally entitled to a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in the Seller's withdrawal policy.

3.3 The right of withdrawal does not apply to consumers who, at the time of the conclusion of the contract, are not citizens of a Member State of the European Union and whose sole place of residence and delivery address at the time of the conclusion of the contract are outside the European Union.

4) Prices and Payment Terms

4.1 Unless the Seller's product description states otherwise, the prices stated are total prices that include statutory value added tax. Any additional delivery and shipping costs are stated separately in the respective product description.

4.2 For deliveries to countries outside the European Union, further costs may arise in individual cases for which the Seller is not responsible and which must be borne by the Customer. These include, for example, costs for money transfers by credit institutions (e.g. transfer fees, exchange rate fees) or import-related duties or taxes (e.g. customs duties). Such costs may also arise in relation to money transfers if the delivery is not made to a country outside the European Union but the Customer makes the payment from a country outside the European Union.

4.3 The payment option(s) will be communicated to the Customer in the Seller's online shop.

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

4.5 If a payment method offered via the payment service "PayPal" is selected, payment is processed via PayPal, whereby PayPal may also use the services of third-party payment service providers. If the Seller also offers payment methods via PayPal in which the Seller makes advance performance to the Customer (e.g. purchase on account or payment by instalments), the Seller assigns its payment claim to PayPal or to the payment service provider commissioned by PayPal and specifically named to the Customer. Before accepting the Seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the transmitted customer data. The Seller reserves the right to refuse the selected payment method to the Customer in the event of a negative result of the check. If the selected payment method is approved, the Customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the Customer can only make payment with discharging effect to PayPal or to the payment service provider commissioned by PayPal. However, even in the event of assignment of the claim, the Seller remains responsible for general customer enquiries, e.g. regarding the goods, delivery time, shipping, returns, complaints, declarations of withdrawal and returns shipments, or credit notes.

4.6 If a payment method offered via the payment service "Ratepay" is selected (e.g. Ratepay invoice, Ratepay advance payment, Ratepay direct debit, Ratepay instalment payment), payment is processed by Ratepay GmbH, Franklinstrasse 28-29, 10587 Berlin (hereinafter "Ratepay"), to which the Seller assigns its claim against the Customer. Which Ratepay payment methods the Seller offers in detail will be communicated to the Customer on the Seller's website. The Customer can only make payment with discharging effect to Ratepay. However, the Seller remains responsible for general customer enquiries (e.g. regarding the goods, delivery time, shipping, returns, complaints, declarations of withdrawal and returns shipments, or credit notes). Otherwise, Ratepay's General Payment Terms apply, which can be accessed here: https://www.ratepay.com/legal-payment-terms/

4.7 If the payment method "SOFORT" is selected, payment is processed via the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich (hereinafter "SOFORT"). In order to pay the invoice amount via "SOFORT", the Customer must have an online banking account enabled for participation in "SOFORT", must identify themselves accordingly during the payment process and must confirm the payment instruction to "SOFORT". The payment transaction is carried out immediately afterwards by "SOFORT" and the Customer's bank account is debited. The Customer can obtain further information on the payment method "SOFORT" on the internet at https://www.klarna.com/sofort/.

4.8 If a payment method offered via the payment service "mollie" is selected, payment is processed by the payment service provider Mollie B.V., Keizersgracht 313, 1016 EE Amsterdam, Netherlands (hereinafter: "mollie"). The individual payment methods offered via mollie will be communicated to the Customer in the Seller's online shop. To process payments, mollie may use further payment services to which special payment terms may apply, of which the Customer may be notified separately. Further information on "mollie" is available on the internet at https://www.mollie.com/de/.

5) Delivery and Shipping Terms

5.1 If the Seller offers shipping of the goods, delivery is made within the delivery area specified by the Seller to the delivery address provided by the Customer, unless otherwise agreed. For the processing of the transaction, the delivery address specified in the Seller's order processing is decisive.

5.2 For goods delivered by freight forwarder, delivery is made "free kerbside", i.e. to the public kerb nearest to the delivery address, unless otherwise stated in the shipping information in the Seller's online shop and unless otherwise agreed.

5.3 If delivery of the goods fails for reasons for which the Customer is responsible, the Customer bears the reasonable costs incurred by the Seller as a result. This does not apply with regard to the costs of outbound shipping if the Customer validly exercises their right of withdrawal. If the Customer validly exercises the right of withdrawal, the provision made in the Seller's withdrawal policy applies to the costs of return shipping.

5.4 If the Customer acts as a business, the risk of accidental loss and accidental deterioration of the goods sold passes to the Customer as soon as the Seller has delivered the item to the forwarder, the carrier or the other person or institution designated to carry out the shipment. If the Customer acts as a consumer, the risk of accidental loss and accidental deterioration of the goods sold generally only passes to the Customer upon handover of the goods to the Customer or a person authorised to receive them. Notwithstanding this, the risk of accidental loss and accidental deterioration of the goods sold passes to the Customer, even in the case of consumers, as soon as the Seller has delivered the item to the forwarder, the carrier or the other person or institution designated to carry out the shipment, if the Customer has commissioned the forwarder, the carrier or the other person or institution designated to carry out the shipment and the Seller has not previously named this person or institution to the Customer.

5.5 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This applies only if the non-delivery is not the Seller's responsibility and the Seller has concluded a specific covering transaction with the supplier with due care. The Seller will make all reasonable efforts to obtain the goods. In the event of non-availability or only partial availability of the goods, the Customer will be informed without undue delay and the consideration will be refunded without undue delay.

5.6 If the Seller offers the goods for collection, the Customer can collect the ordered goods within the business hours specified by the Seller at the address specified by the Seller. In this case, no shipping costs are charged.

6) Retention of Title

6.1 With regard to consumers, the Seller retains title to the delivered goods until the purchase price owed has been paid in full.

6.2 With regard to businesses, the Seller retains title to the delivered goods until all claims arising from an ongoing business relationship have been settled in full.

6.3 If the Customer acts as a business, the following also applies:

In the event of processing of the delivered goods, the Seller is deemed to be the manufacturer and acquires title to the newly created goods. If processing takes place together with other materials, the Seller acquires title in proportion to the invoice value of its goods to that of the other materials. If, in the event of combination or mixing of the Seller's goods with an item belonging to the Customer, the latter is to be regarded as the main item, co-ownership of the item passes to the Seller in the proportion of the invoice value of the Seller's goods to the invoice value of the main item or, in the absence of such an invoice value, to its market value. In these cases, the Customer is deemed to be the custodian.

The Customer may neither pledge nor assign by way of security goods subject to retention of title or other reservation of rights. The Customer is only entitled to resell the goods subject to retention of title in the ordinary course of business. The Customer assigns to the Seller in advance all claims against third parties arising from this, in the amount of the respective invoice value (including value added tax). This assignment applies regardless of whether the goods subject to retention of title have been resold without or after processing. The Customer remains authorised to collect the claims even after the assignment. The Seller's authority to collect the claims itself remains unaffected by this. However, the Seller will not collect the claims as long as the Customer meets its payment obligations to the Seller, does not fall into default of payment and no application for the opening of insolvency proceedings has been filed.

The Customer must notify the Seller immediately of any access by third parties to goods owned or co-owned by the Seller or to the assigned claims. The Customer must immediately pay over to the Seller any amounts collected by it and assigned to the Seller, to the extent that the Seller's claim is due.

To the extent that 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.

7) Liability for Defects (Warranty)

Unless otherwise provided in the following provisions, the provisions of statutory liability for defects apply. Notwithstanding this, the following applies to contracts for the delivery of goods:

7.1 If the Customer acts as a business,

• the Seller has the choice of the type of subsequent performance;
• for new goods, the limitation period for claims for defects is one year from delivery of the goods;
• for used goods, claims for defects are excluded;
• the limitation period does not start anew if a replacement delivery is made within the scope of liability for defects.

7.2 If the Customer acts as a consumer, the following applies to contracts for the delivery of used goods, subject to the restriction in the following clause: The limitation period for claims for defects is one year from delivery of the goods if this has been expressly and separately agreed contractually between the parties and the Customer was specifically informed of the shortening of the limitation period before submitting their contractual declaration.

7.3 The limitations of liability and shortenings of limitation periods set out above do not apply

• to claims of the Customer for damages and reimbursement of expenses,
• in the event that the Seller has fraudulently concealed the defect,
• to goods that have been used in accordance with their normal use for a building and have caused its defectiveness,
• to any obligation of the Seller to provide updates for digital products, in the case of contracts for the delivery of goods with digital elements.

7.4 In addition, for businesses, the statutory limitation periods for any statutory right of recourse remain unaffected.

7.5 If the Customer acts as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the Customer is subject to the commercial duty to inspect and give notice of defects pursuant to Section 377 HGB. If the Customer fails to comply with the notification obligations set out there, the goods are deemed to have been approved.

7.6 If the Customer acts as a consumer, they are requested to complain to the deliverer about delivered goods with obvious transport damage and to notify the Seller of this. If the Customer fails to do so, this has no effect on their statutory or contractual claims for defects.

8) Liability

The Seller is liable to the Customer for all contractual, quasi-contractual and statutory claims, including tort claims, for damages and reimbursement of expenses as follows:

8.1 The Seller is liable without limitation on any legal ground

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

8.2 If the Seller negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damage, unless liability is unlimited pursuant to the preceding clause. Material contractual obligations are obligations that the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.

8.3 Otherwise, the Seller's liability is excluded.

8.4 The above liability provisions also apply with regard to the Seller's liability for its vicarious agents and legal representatives.

9) Special Terms for Repair Services

If, according to the content of the contract, the Seller owes the repair of an item belonging to the Customer, the following applies:

9.1 Repair services are performed at the Seller's place of business.

9.2 The Seller provides its services, at its choice, in person or through qualified personnel selected by it. The Seller may also use the services of third parties (subcontractors) who act on its behalf. Unless otherwise stated in the Seller's service description, the Customer has no claim to the selection of a specific person to carry out the requested service.

9.3 The Customer must provide the Seller with all information required for the repair of the item, unless obtaining it falls within the Seller's scope of duties according to the content of the contract. In particular, the Customer must provide the Seller with a comprehensive description of the fault and inform the Seller of all circumstances that may be the cause of the determined fault.

9.4 Unless otherwise agreed, the Customer must send the item to be repaired to the Seller's place of business at their own cost and risk. The Seller recommends that the Customer take out transport insurance for this purpose. The Seller further recommends that the Customer send the item in suitable transport packaging in order to reduce the risk of transport damage and to conceal the contents of the packaging. The Seller will inform the Customer without undue delay of any obvious transport damage so that the Customer can assert any rights they may have against the carrier.

9.5 The item is returned at the Customer's expense. The risk of accidental loss and accidental deterioration of the item passes to the Customer upon handover of the item to a suitable carrier at the Seller's place of business. At the Customer's request, the Seller will take out transport insurance for the item.

9.6 The Customer may also bring the item to be repaired to the Seller's place of business themselves and collect it again from there if this results from the Seller's service description or if the parties have made a corresponding agreement. In this case, the above provisions on the bearing of costs and risk when shipping and returning the item apply accordingly.

9.7 The aforementioned provisions do not limit the Customer's statutory rights in respect of defects in the event of the purchase of goods from the Seller.

9.8 The Seller is liable for defects in the repair service provided in accordance with the provisions of statutory liability for defects.

10) Applicable Law

10.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international purchase of movable goods. For consumers, this choice of law applies only to the extent that the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.

10.2 Furthermore, this choice of law does not apply with regard to the statutory right of withdrawal in the case of consumers who, at the time of the conclusion of the contract, are not citizens of a Member State of the European Union and whose sole place of residence and delivery address at the time of the conclusion of the contract are outside the European Union.

11) Place of Jurisdiction

If the Customer acts as a merchant, legal entity under public law or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is 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 is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the Customer's professional or commercial activity. However, in the aforementioned cases, the Seller is in any event entitled to bring an action before the court at the Customer's registered office.

12) Alternative Dispute Resolution

The Seller is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.