General terms and conditions Desos GmbH, Ravensburg, Germany

(hereinafter referred to as Desos)
Our deliveries and services are provided exclusively on the basis of these terms and conditions and any separate contractual agreements. Deviating terms and conditions of the customer which are not expressly recognised by us in writing shall not be valid. Any agreements or ancillary agreements deviating from these terms and conditions must be in writing. These terms and conditions do not apply to consumers within the meaning of §13 BGB.


1. Offer and conclusion of the contract

  1. Our offers/cost estimates are subject to change and non-binding. Orders, supplements, amendments and ancillary agreements shall only become binding upon our written confirmation.
  2. A delivery or repair contract is only concluded with the digital release, i.e. legal acceptance, of our cost estimate/offer, at the latest, however, with dispatch or delivery to the customer or collection of the goods by the customer. Transmission of the written/digital order confirmation by remote data transmission/through the online Desos repair portal shall be sufficient for this form. If we can prove by submission of a transmission report that we have received a statement by remote data transmission/online portal, it shall be assumed that the orderer has received the details of the cost estimate and has agreed to it.
  3. For product orders we have a minimum order value of 50,-€ net.

2. Delivery/performance time

  1. The delivery or performance time results from the agreements made. Even if a calendar delivery time has been agreed, this shall not be deemed to be a transaction for delivery by a fixed date within the meaning of Section 376 (1) of the German Commercial Code (HGB). Delivery periods agreed on a calendar basis shall commence, subject to correct and timely delivery to us, on the date of the order confirmation, but not before clarification of all technical and commercial questions and fulfilment of all obligations incumbent on the customer (e.g. payment of a deposit); if this is not the case, the delivery period shall be extended accordingly. The agreement of delivery or performance deadlines must be in writing.
  2. We are not responsible for delays in delivery and performance due to force majeure and due to events that make delivery or performance significantly more difficult or impossible for us – this includes in particular industrial disputes, unrest, official measures, pandemics, non-delivery by our suppliers, etc. – even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled, without the customer being able to derive any claims for damages from this. If the aforementioned hindrances occur at the ordering party, the same legal consequences shall also apply to its acceptance obligation.
  3. Partial deliveries and partial services are permissible, insofar as this is customary in the trade, and shall be invoiced separately. They are exceptionally inadmissible if the partial fulfilment of the contract is of no interest to the customer.
  4. Delivery deadlines shall be deemed to have been met if the delivered goods have left our factory by the deadline or notification of readiness for dispatch has been given. Insofar as an acceptance has to take place, the acceptance date shall be decisive, alternatively the notification of the readiness for acceptance of the goods. If the dispatch or acceptance of the delivered goods is delayed for reasons for which the customer is responsible, he shall be charged for the costs incurred by the delay, starting 14 days after notification of readiness for dispatch or acceptance.

3. Prices and payment

  1. Unless otherwise agreed, all our prices are exclusive of VAT but exclusive of packaging and unloading, transport costs and insurance). Our prices are calculated exclusively in euros, payments are to be made exclusively in euros at no cost to us. We are bound to the contractually agreed prices for a period of six weeks from the conclusion of the contract. Should unforeseen price increases occur after this time, we shall be entitled to pass on the increases to the purchaser up to the amount of the respective current inflation rate.
  2. Unless expressly agreed otherwise, our prices apply to deliveries ex works.
  3. Cost estimates are only binding if they have been submitted in writing and designated as binding. A cost estimate may be exceeded by up to 12 % of the net order value without consultation with the customer.
  4. Unless otherwise agreed, payments shall be due upon delivery, but no later than upon receipt of the invoice. We are entitled to invoice the customer for part payments for completed partial services.
  5. If only part of a delivery of goods is defective, the customer shall remain obliged to pay the price for the defect-free part. The customer may only set off claims that have been legally established, are undisputed or have been recognised by us.
  6. In the event of default in payment, we shall charge interest in the amount of at least 8 percentage points above the base interest rate during the period of default, unless we can demand higher interest for another legal reason. We reserve the right to claim further damages for default. In addition, a reminder fee of EUR 15.00 shall already be due with the first reminder.
  7. In the event of delayed payment, we may, after written notice to the Purchaser, suspend the performance of our obligations until receipt of the payments.

4. Delivery and transfer of risk

  1. Desos shall choose the mode of dispatch and shall initially bear the costs of transport including insurance. Desos will then invoice the transport costs including insurance costs to the buyer/client. The delivery of the goods/repairs is usually carried out by UPS or DHL. The agreed delivery clauses shall be interpreted in accordance with the INCOTERMS in force at the time of conclusion of the contract. Unless expressly agreed otherwise, in the absence of a special agreement, the delivery item shall be deemed to have been delivered EXW Desos Servicecenter. The goods/repairs to be shipped are insured as standard up to a certain value for loss or damage. The insured value varies depending on the shipping company and is approximately 500,-€ per delivery. We will be happy to inform you of the exact insured value by telephone or email. If your goods exceed the basic cover of approximately €500, you can opt for additional cover of up to €1,000 for an additional cost of approximately €12. In this case, please inform Desos in advance, at the latest, however, with the repair registration in the Desos repair portal.
  2. Even in the case of carriage-paid delivery, the risk shall pass to the customer as soon as the goods have been handed over to the shipping agent or loaded onto his vehicle, but at the latest when they leave our premises – even with our own means of transport – even if partial deliveries are made or we have assumed other services, e.g. the shipping costs or delivery and installation. Insofar as acceptance of a work performance is to take place, this shall be decisive for the transfer of risk.
  3. If the shipment is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for shipment.
  4. In order to safeguard any claims against the transport insurer, we must be notified of any damage or loss immediately after delivery of the consignment, enclosing a damage report from the transport company. In this respect, the customer has a duty to inspect.
  5. Transport packaging and all other packaging shall not be taken back (subject to agreements to the contrary and the provisions of the Ordinance on the Avoidance and Recycling of Packaging Waste [BGBl. I 1998, page 2379]).

5. Returns

  1. We only take back goods that are unopened and in their original packaging. Seals must be intact. We reserve the right to charge a handling/storage fee of 20% of the value of the goods for the return of goods. Shipping costs will not be refunded.
  2. Planned returns must be notified in advance. The costs of the return shipment shall be borne by the customer.
  3. Consumables and repairs are excluded from exchange or return.

6. Warranty / Guarantee

  1. Obvious defects, shortages or incorrect deliveries of the products/repairs delivered by us must be reported to us in writing without delay, but no later than 1 week after delivery, and a complaint must be made. Hidden defects must be reported to us in writing without delay, at the latest within 3 days of their discovery.
  2. In the event of a defect for which we are responsible, we shall, at our discretion, rectify the defect, make a replacement delivery or issue a credit note in response to a timely notice of defect by the customer. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage shall the customer have the right to remedy the defect himself or to have it remedied by third parties and to demand reimbursement of the necessary expenses from us; we shall be notified of this without delay. In the event of rectification, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these costs are not increased by the fact that the customer has taken the purchased item to a place other than the place of performance. Replaced parts become our property. In the event of defects, the processing or treatment of the defective goods must be stopped immediately.
  3. If the first rectification fails or if the new delivery is defective, we are entitled to either rectify the defect again or to make a new delivery within a reasonable period of grace. If the new supplementary performance also fails or if we have not fulfilled our obligation to supplementary performance, the customer shall be entitled in accordance with the statutory provisions to withdraw from the contract or to reduce the purchase price for the order and to claim damages in accordance with Clause 6 of these General Terms and Conditions or compensation for futile expenses.
  4. The claims for rescission of the contract and damages in lieu of performance pursuant to section 6.2 are excluded if and to the extent that the asserted defect does not or only insignificantly limit the suitability of the product for the contractually presumed use or the use customary for products of the same type.
  5. Warranty claims pursuant to §§ 437, 634 a BGB (German Civil Code) shall become statute-barred within one year of invoicing. Invoicing corresponds to the performance of the service, i.e. delivery. In the event of intent, the statutory period shall apply.
  6. The provisions of Clauses 7.1 to 7.4 shall not apply insofar as they include a release from our liability due to fraudulent concealment of a defect or due to the assumption of a guarantee.
  7. A warranty of 6 months applies to all repairs
  8. Desos shall not be liable for defects and their consequences that have arisen or may have arisen as a result of natural wear and tear occurring after delivery, improper handling, cleaning or maintenance, failure to observe the maintenance, operating or connection instructions, corrosion, contamination in the air and water supply or chemical or electrical influences that are unusual or not permissible according to the manufacturer’s factory instructions. Warranty services generally do not extend to lamps, light guides made of glass and glass fibres, rubber parts, ball bearings and other wearing parts. Desos warrants to the end customer that the product will be free from defects in material and workmanship.
  9. Warranty claims for instruments and other products that do not require installation can only be made against indication of
    – the order references to the original delivery (invoice and/or delivery note number) with the serial number of the product showing the date of handover to the user as well as
    – a qualified description of the defect be asserted. In the case of complaints that are justified and made in good time, Desos will provide a guarantee in the form of repair, replacement delivery or credit note.

7. Liability

  1. Our liability – irrespective of the legal grounds – for damage that has not occurred to the delivery item itself shall only apply if the damage has been caused by negligent breach of a material contractual obligation or is attributable to gross negligence or intent or fraudulent intent on our part or if we have guaranteed the absence of a defect. If we are liable for the negligent breach of an essential contractual obligation, liability shall be limited to the typically foreseeable damage. Further claims are excluded.
  2. Insofar as we provide technical information in our online shop or by telephone and this information is not expressly part of the contractually agreed scope of services owed by us, this shall be provided free of charge and to the exclusion of any liability.

8. Reservation of proprietary rights

  1. Delivered products remain our property until all outstanding claims from the business relationship have been settled.
  2. If products subject to retention of title are processed with other items, we shall acquire co-ownership of the new item in the ratio of the invoice value of the item subject to retention of title to the invoice value of the other processed items at the time of processing.
  3. If products subject to retention of title are inseparably mixed with other items, we shall acquire co-ownership of the new item or aggregate of items in the ratio of the invoice value of the item subject to retention of title to the invoice value of the other mixed items.
  4. If the value of the securities given to us exceeds the value of the existing claims by more than 20%, we are obliged to waive the exceeding part of the securities at the request of the customer.
  5. The customer is not entitled to pledge or assign as security the products delivered under retention of title. He is revocably entitled to resell them.
  6. All claims and rights arising from the sale or other transfer of products to which a reservation of title exists shall be assigned to us by the customer here and now by way of security in the amount of the purchase price agreed between us and the customer (plus value-added tax), including on a pro rata basis to the extent that the goods have been processed or mixed and we have acquired co-ownership of the new item or aggregate of items. In the latter case, we shall be entitled to a proportional first-ranking fraction of the total claim from resale from this assignment. If the reserved goods are sold together with other goods not supplied by us, the customer hereby assigns to us a first-ranking share of the claim from resale in the amount of the invoice value of the reserved goods. If a claim from resale is included in a current account relationship with a customer, the customer hereby assigns its claims from the current account relationship to us in the amount of the invoice value of the reserved goods. We hereby accept all assignments. Until revoked, the customer is entitled to collect the purchase price claim assigned as security.
  7. The customer shall inform us immediately of any enforcement measures by third parties against the products subject to retention of title, the claims assigned to us or other securities, handing over the documents necessary for an intervention. This also applies to impairments of any other kind. Furthermore, at our request, the customer shall provide us with all necessary information about the stock and location of the goods subject to retention of title and about the claims assigned to us.
  8. The customer is obliged to insure the goods delivered under retention of title against fire, water and other risks at his own expense and to provide evidence of the insurance to us upon request.
  9. In the event of default in payment on the part of the customer, we shall be entitled to take back the goods subject to retention of title after a single reminder and the customer shall be obliged to surrender them. The rights arising from the retention of title can also be asserted without withdrawal from the contract.

9. Repairs

  1. The repair items sent in must be free of harmful viruses and germs. Handpieces and contra-angles in particular must be sterilised before being sent for repair.
  2. Items for repair which are submitted without indication of defects will be inspected. Any defects found will be offered for repair in the cost estimate.
  3. Troubleshooting requires working time. In principle, this working time is provided free of charge until the order is placed (release of the cost estimate). In special cases, e.g. heavily soiled instruments, broken screws, etc., we reserve the right to charge accordingly for this effort incurred. Unless otherwise agreed, this will be charged on an hourly basis.
  4. If the repair is not carried out, the object of repair does not have to be restored to its original condition.
  5. The repair costs stated in the cost estimates cover the scope of work and the spare parts listed in each case. The final costs can only be determined when the repair is carried out. If the estimated repair price is significantly exceeded, notification shall be given before the repair is completed. If the estimated repair price is exceeded by up to 12%, the repair will be carried out without notification and the additional expenditure will be charged.
  6. Please note that we use products from German manufacturers of spare parts for repairs wherever possible in order to be able to offer competitive prices. If you wish a repair with OEM parts, you must inform us in advance by phone or when registering your repair in the portal under “Failure description > Other / Comments” and we will then provide you with an appropriate cost estimate.

10. Maintenance service

  1. The repair items sent in must be free of harmful viruses and germs. Handpieces and contra-angles in particular must be sterilized before being sent for repair.
  2. Products submitted for maintenance will be cleaned, oiled and all performance parameters checked according to the norm/standard or manufacturer’s specifications. If the performance values do not correspond to the norm/standard or the manufacturer’s specifications, the instrument will be dismantled and a cost estimate submitted.
  3. There are no warranty claims for maintenance, as only wear parts such as O-rings are replaced, if necessary. If parts have to be replaced in the course of a repair, the guarantee and warranty claims of point 6 of these GTC apply.
  4. Maintenance does not mean that possible failures can be detected and a repair within the next 6 months can be excluded. For this purpose, it would be necessary to disassemble the instrument and, especially in the case of gear-parts, to assess the wear and proactively replace parts if necessary. This can be done on request. Please enquire about the prices for the so-called MaintenancePlus in advance by telephone before sending in the products to be serviced. As soon as parts need to be exchanged, a cost estimate is automatically generated and the costs for MaintenancePlus will be credited accordingly when the order is placed.

11. Trademarks

All brands and models mentioned in the marketing or distribution of DESOS products are registered trademarks. It is not intended to imply that our products are original products or that any of the companies mentioned endorse our products. This clause applies to the following names:

  • KaVo
  • NSK
  • W&H
  • Dentsply Sirona
  • Bien Air Dental
  • B. A. International

12. Place of Performance, Jurisdiction

Place of performance is Ravensburg / Germany. German law shall apply. If the buyer is domiciled outside of Germany, the complaining party has the option of having all disputes arising in connection with this contract or concerning its validity decided by a three-judge arbitration court.

13. Contract languages

The contractual languages of Desos are German and English.

14. Other agreement

Should individual provisions of these terms and conditions be or become ineffective in whole or in part in law, the effectiveness of the remaining provisions shall remain unaffected.