General Conditions of Delivery

General Terms and Conditions of Panadent Ltd for the supply of dental workpieces from infiniDent

 1.  Sirona production center
Using the Sirona production center (“infiniDent”), Panadent offers you the possibility of ordering dental workpieces such as crown copings and bridge frameworks  (“prosthetic restorations”) online from infiniDent. The restorations will be manufactured by Sirona itself or by subcontractors commissioned by Sirona. Upon completion the restorations will be delivered to you directly by infiniDent or by the relevant subcontractor. In the case of deliveries by infiniDent or by subcontractors Panadent Ltd. will remain your exclusive contracting party.

2.  Scope of the General Terms and Conditions
2.1  The currently valid version of the following General Terms and Conditions will apply to all orders placed with infiniDent. We refuse to accept any divergent terms and conditions unless we have agreed to these explicitly in writing.
2.2  We would like to point out explicitly the difference between these General Terms and Conditions and the Conditions of Use, which are likewise posted on the website. The Conditions of Use contain general rules and hints for visitors to the website. Orders placed with infiniDent will be governed exclusively by the provisions contained in these General Terms and Conditions.

3  Registered user
3.1  This website includes an information section which is open to all users. Before placing orders with infiniDent you will be required to register. In this way infiniDent will receive all the information it needs for fast and efficient order processing. The pages relating to orders are accessible only to registered users.
3.2  The user name (user ID) and password are not transferable to third parties.

4.  Conclusion of contract
The contract for the manufacture of prosthetic restorations is concluded directly with Panadent Ltd. To begin with you will receive electronic confirmation of your order. However, the contract will not come into force until the order has been accepted in writing by Panadent Ltd. Order acceptance will depend on the extent to which the Customer has supplied all the necessary information for the processing of the order. Otherwise the Customer will be contacted by e-mail or fax and requested to submit a new order containing the correct and/or missing information.
     
5.  Prices and payment terms
5.1  Unless there is an explicit agreement to the contrary, the prices will be based on the currently valid price at the time of the order, as published on the website. In cases of doubt the prices are quoted in Pound Sterling, plus Value Added Tax.
5.2  If the ordering party falls behind on payments Panadent Ltd  will be entitled to charge interest at a rate of eight percentage points above the relevant Base Rate. Panadent Ltd will be entitled to claim additional compensation if it incurs higher damages as a result of delayed payment.
5.3  You will not be entitled to settle claims by way of setoff or retention unless such claims are undisputed, legally recognized and/or recognized by Panadent Ltd in writing.
5.4 Accounts must be settled within 30 days of the date of the invoice.

6. Claims in the event of defects (warranty)
6.1  Panadent Ltd will provide a warranty on prosthetic restorations pursuant to the relevant statutory regulations provided that nothing to the contrary is stipulated in Articles 6.2 to 6.3 below.
6.2  If the prosthetic restoration is defective, you will be entitled to redress.  Panadent Ltd can decide whether to rectify the original restoration or to let manufacture and deliver a new restoration. You will be entitled to withdraw from the contract or to reduce the purchase price provided that the relevant statutory provisions apply. The limitations set out in Article 7 will apply to claims for damages as well as compensation for wasted expenditure.
6.3  A defect will be deemed not to exist provided that infiniDent has manufactured the prosthetic restoration in conformance with the information you have supplied. In other words, Panadent Ltd shall not be responsible for defects which are attributable to incorrect information supplied by you. If Panadent Ltd can prove that no defect existed, you may be called upon to reimburse Panadent Ltd with such rectification costs as have been incurred.

7.  Liability
Panadent Ltd shall be liable for any loss and damage – irrespective of whether this results from breach of contract or from unlawful acts (including defects in quality and defects in title) – only subject to the following conditions. These conditions shall also apply to claims for the compensation of wasted expenditure:
7.1  In the case of premeditated acts, claims under the Product Liability Law, bodily injury and loss of life infiniDent shall be liable pursuant to the relevant statutory provisions. The same shall apply in the case of the fraudulent concealment of a defect and in cases where infiniDent has provided a specific guarantee, thereby suspending one or more of the following limitations on liability.
7.2  In the case of gross negligence Panadent’s liability shall be limited to the restitution of typical and predictable damages; this limitation shall not apply to damages caused by Panadent’s  authorized representatives or senior management personnel.
7.3  In the case of simple negligence Panadent Ltd shall be held liable only if a substantial contractual obligation has been breached. In this case liability will be limited to typical and predictable damages. Panadent Ltd shall not accept any liability in all other cases of simple negligence.
7.4  In the case of no-fault liability for the deterioration or loss of a prosthetic restoration due to delayed delivery, Panadent Ltd liability will likewise be limited to typical and predictable damages.
7.5  Claims for damages and compensation against Panadent Ltd arising from defects in quality or defects in title will become time-barred no later than one year after the delivery of the prosthetic restoration unless one or more of the exceptions set out in Article 7.1 applies. All other claims for damages and compensation against Panadent Ltd (to the extent that the exceptions set out in 7.1 do not apply and Panadent Ltd is not guilty of gross negligence) will become time-barred no later than two years after the end of the calendar year in which the claim originally arose and became known to you or would have become known to you in the absence of gross negligence on the part of Panadent Ltd. Irrespective of when the claims became known to you (with or without gross negligence on the part of Panadent Ltd), the claims will become time-barred six years after they have arisen.
 
8. Applicable laws and venue of jurisdiction
8.1 These General Terms and Conditions and all legal relationships between Panadent Ltd and yourself in connection with orders placed with infiniDent and deliveries made by infiniDent will be subject to the laws of England, but excluding the provisions of the Vienna Convention on Contracts for the International Sale of Goods of the United Nations.

9. Severability clause and changes to these General Terms and Conditions
9.1 Panadent Ltd reserves the right to change these General Terms and Conditions at any time and without stating any reasons. Orders will be subject to the current version of the General Terms and Conditions which is in force at the time the order is placed. However, Panadent Ltd will inform you by e-mail (address as given) two weeks before the changes come into force. The changes will be highlighted accordingly in the e-mail.