General Terms and Conditions of MA GmbH *
1. Scope & general conditions
1.1 All aspects of the business relationship between MA GmbH and a customer, in particular orders for Magestic Aligners (therapy plan and production), are subject to the general terms and conditions of business, delivery and payment specified here. These conditions apply for the entire duration of the business relationship, also in the event that payment is made by or to third parties. Deviating provisions or services must be in writing and must be confirmed by MA GmbH. A cancellation of the requirement of the written form by verbal agreements cannot take place.
1.2 The customer of MA GmbH is the doctor whose personal customer number is used to access the password-protected software platform of MA GmbH. If the invoice for an order from MA GmbH is sent to a practice or another legal person for whom the doctor works, MA GmbH can assume that the doctor is on behalf of the practice or the practice acts on behalf of the doctor and thus the practice is also a customer of MA GmbH. The practice and the doctor are jointly and severally liable for the obligations arising from the contract and these terms and conditions, which are binding on the customer.
1.3 By creating a customer number and granting access rights, MA GmbH enables the customer to use the MA GmbH software platform. This is done to establish and maintain a business relationship in good faith for the purpose of ordering products and services offered by MA GmbH.
1.4 The customer has read and understood these terms and conditions before starting to use any material from MA GmbH, in particular its software platform. A contract is concluded with every order transmission. The customer is thereby bound by these terms and conditions, which apply to this contract.
1.5 The customer is aware, and by commissioning MA GmbH, he / she expressly agrees that the products delivered by MA GmbH can be manufactured in non-European countries.
2.1. The services are calculated on the day of delivery, valid prices and conditions, recorded in the MagEstic Aligner price model of MA GmbH (MagEstic Aligner Spectrum - description of services and conditions). Cost estimates refer to the underlying treatment plan and the prices valid on the day of issue. They retain their validity in accordance with the statutory provisions. Adjusting the treatment plan during therapy may require additional aligner splints. These are not included in the cost estimate and will increase the total price of the services. All estimates are made with the utmost care; however, they can only take into account foreseeable expenses and are only binding in this regard.
2.2. The customer declares his / her consent to an increase in the offer price from the cost estimate due to unforeseen, non-case-specific circumstances by up to 10%, without the need for separate information from MA GmbH. Should the offer price from a cost estimate increase by more than 10% in this regard, MA GmbH will inform the customer by email, stating a reason. The customer has the right to object to the price increase within three days of receiving the information email. The objection must be made in writing. Thereafter, the increased price is considered approved. If the customer objects to the price increase and the contractual parties fail to reach an agreement, the customer must reimburse MA GmbH for the costs incurred up to that point.
3. Shipping and delivery terms
3.1. The dispatch takes place at the risk of the MA GmbH, if commissioned by MA GmbH. Liability claims are limited to the material value of the respective shipment. Claims for damages are excluded unless they are based on a grossly negligent breach of contract by a legal representative or vicarious agent of MA GmbH.
3.2. MA GmbH reserves the right to make a delivery dependent on the prepayment of the invoice amount (advance payment) or to send it cash on delivery. No justification is required for this.
3.3. The estimated delivery times are estimated to the best of our knowledge and based on experience. They are extended by the period by which the execution of the delivery is delayed (e.g. due to the type and scope of the work or force majeure). Exceeding the estimated delivery times does not entitle the customer to withdraw from the contract or to claim damages.
3.4. MA GmbH is only in default of delivery after a reminder and a deadline with a threat of rejection of at least two weeks; both must not be pronounced at the same time in one letter.
4. Rework / replacement delivery
4.1 MA GmbH guarantees the customer an appropriate quality of the provided Treatment plan and the associated aligner splints. If the customer presents a material defect in the He will notify MA GmbH immediately. The MA GmbH will immediately try to remedy the discovered defect and provide the customer with a corrected version of the The treatment plan and / or the aligner splints.
4.2 Immediately after receipt, the customer must check the documents received for damage, correctness and completeness. This applies to both the treatment plan and the aligner splints. Any complaints are to be reported to MA GmbH immediately in writing; otherwise the service is deemed approved and accepted.
4.3 The customer provides all documents required for production for a repair or replacement delivery. This also includes the rails that have already been manufactured. Further use of the objected work by the patient can be excluded by MA GmbH and does not require a justification.
4.4 The customer's claims are limited to repair or replacement. The decision on this is made by MA GmbH. Liability for defects resulting from faulty models, impressions or scan data from the customer is excluded. In such a case, there is also no entitlement to subsequent improvement or replacement delivery. If, between the placing of the order and the planned completion of the therapy in accordance with the therapy plan, treatments, e.g. restorative treatments, have been carried out on the patient by the customer, the right to rework or replacement delivery is also forfeited.
4.5 Claims for damages are excluded unless they are based on a grossly negligent breach of contract by a legal representative or vicarious agent of MA GmbH.
4.6 If the preparation of the treatment plan and the manufacture of the splints are based on electronic data (scan data) provided by the customer, MA GMbH assumes no liability, as the correctness and completeness of the data cannot be checked . The customer is solely liable.
4.7 The dispatch of repair services is carried out once at the expense and risk of MA GmbH; any further dispatch takes place at the expense and risk of the customer. Shipping can, however, be commissioned via a collection order by registering with MA GmbH.
5. Working documents
5.1. All services are made with great care. MA GmbH has no influence on the quality of the documents provided by the customer, which are the basis of the services commissioned. However, the documents are of crucial importance for the quality of the contracted services. Work documents that appear defective in advance can therefore be returned for subsequent improvement after consultation and coordination with the customer, or new work documents can be requested. The shipping for this is at the expense of the customer. In any case, the customer is responsible for the possible consequences of incorrect work documents.
5.2. All services are manufactured according to the requirements formulated in writing by the customer. If the customer waives any further specification in addition to the mandatory information, the work will be carried out in accordance with the technical requirements on the basis of the information provided. A specification of the requirements by the customer after approval of the treatment plan takes place at the expense of the customer.
6. Disclaimer of Liability
Apart from the expressly limited guarantee mentioned under 4.1, the customer does not receive any guarantees on the treatment plans and aligner rails, either express or tacit or statutory or in any other provision of this agreement or communication with the customer. In addition, MA GmbH expressly rejects any tacit guarantee of marketability or suitability for a specific purpose. MA GmbH does not guarantee that the use of the devices designed with the help of the plans will be error-free.
7. Accessories & Orthodontic Auxiliaries
Accessories and orthodontic auxiliary parts, e.g. materials required for performing an ASR (e.g. separating strips or segment discs) are not provided by MA GmbH and cannot be obtained from MA GmbH.
8.1 The invoice for an order takes place in full with the delivery of the first aligner splints, regardless of the total number of splints comprising a therapy. If additional optional services are commissioned in the course of the therapy, these will be calculated and invoiced separately.
8.2 Invoices are due within 3 weeks of the invoice date. The day of receipt of payment on the specified business account of MA GmbH counts. A discount is not granted. The time of payment is essential for the fulfillment of the contract.
8.3 In the event of default in payment, default interest will be charged at 8 percentage points above the respective base rate (Section 288 (2) BGB), but at least 9.5%. The customer can only offset claims against payment claims by MA GmbH with undisputed and legally established claims.
8.4 In the event of default in payment, MA GmbH can assert a right of retention.
8.5 MA GmbH can assign its claims against the customer to a factoring company. This then takes the place of MA GmbH as the owner of the claim.
9. Purchase obligation
With the approval of the treatment plan by the customer, the commissioning of MA GmbH by the customer becomes binding. Any costs arising from a possible refusal of treatment by the patient are borne exclusively by the customer.
10. Retention of title
10.1 MA GmbH retains ownership of all services delivered until all claims and ancillary claims from the business relationship have been paid in full.
10.2 When the order is placed, the customer assigns claims that he / she has acquired in the course of his / her professional or gainful activity to MA GmbH (in the amount of the entire service contract). Claims and / or objections of the patient towards the customer are insignificant towards MA GmbH. The customer may only resell the services delivered to him / her subject to retention of title in the ordinary course of business. The customer assigns the claims to which he / she is entitled from the resale or any other legal reason in advance (with the conclusion of the contract) to MA GmbH as security. Even after the assignment, the customer is authorized to collect the claim. However, MA GmbH reserves the right to collect the claim itself as soon as the customer does not properly meet his / her payment obligations and is in default of payment.
11. Place of jurisdiction and performance
The place of fulfillment of all obligations between the contracting parties arising from contracts as well as the place of jurisdiction for all disputes or claims in connection with these conditions is the registered office of MA GmbH. German law applies exclusively. The application of the UN sales law (C15G) is excluded. The place of performance for payments made to a factoring company is the company's registered office.
12. Final provisions
Should individual provisions of the contract, including the general terms and conditions of business, delivery and payment, be or become partially ineffective, this shall not affect the validity of the remaining provisions. The whole or partially ineffective regulation will be replaced by a regulation whose economic benefit comes as close as possible to the ineffective one.
* As of October 2021. Subject to change