The "General Terms of Sale" You can download or print here:

• german
• english
• france

I. PREAMBLE

The present General Terms of Sale are solely applicable to the business relationship between the client and METALOR DENTAL AG (hereinafter – METALOR DENTAL). Conflicting or additional terms of sale shall only be valid if they have been approved in writing by METALOR DENTAL. The present General Terms of Sale shall be applicable for the entire period during which there is a business relationship between the parties. They shall prevail over any other possible general terms and conditions.

II. FORMATION OF CONTRACT

Unless otherwise agreed, an agreement shall be deemed to have been entered into force between the parties, as soon as METALOR DENTAL has sent a written confirmation to the client on the basis of an order placed by the client. The written confirmation shall refer to these terms and conditions. In the case of a conflict between the order and the confirmation,
the latter shall prevail.
 

III. PRICES

1. The prices agreed upon shall be those which appear in the written confirmation of the order. Added Services performed by METALOR DENTAL or incidental expenses that are not quoted in figures or mentioned in the confirmation shall be invoiced in addition.
   
2. If the documents provided by the client do not correspond to reality or if the client has failed to inform METALOR DENTAL of any important circumstances that are likely to have an influence on the fulfilment of the order, the costs resulting from the necessary alterations shall be charged to the client.
   
3. Unless otherwise agreed, prices shall be understood to be net, in Swiss francs, ex works (EXW).
   

IV. DELIVERY DATES – TRANSFER OF RISKS

1. The benefits and risks are transferred with the products’ leaving of the factory (place of execution).
   
2. Unless otherwise agreed, METALOR DENTAL shall deliver the products at the client’s costs. It is understood that delivery shall be deemed to have taken place as soon as the client has signed the delivery note (issued by METALOR DENTAL, SWISS RAILWAYS (CFF), POSTAL SERVICES, etc.). Independently of the aforesaid, the transfer of benefits and risks shall be ruled as stated under paragraph 1 hereinabove.
   
3. The delivery date shall be determined as stated in the written confirmation of the order. The delivery date shall not be considered to be a fixed term as defined by article of 108, cipher 3 of the Swiss Code of Obligations.
   
4. If the delivery is delayed as the result of any of the events mentioned in paragraph 5 below, a postponement of the delivery date shall be granted on the basis of a fair assessment of the overall circumstances. This provision shall apply even if the cause of the delay occurs after expiration of the contractual delivery date.
   
5. If the client does not accept the delivery at the date specified by the parties, he is nevertheless obliged to respect the agreed payment terms normally provided for payments in relation with the delivery. METALOR DENTAL provides for storage of the goods concerned at the cost and at the risk of the client. The transfer of risks shall be ruled as stated under
   paragraph 1 hereinabove.
   
6. The following events shall be considered as valid causes for exemption, if they occur after the contract’s entry into force and prevent it from being performed: war, civil war, terrorist attacks, labour disputes, lockouts, as well as all other circumstances such as fire, mobilization, requisition, embargo, prohibition of transfer of currencies, insurrection, riots, lack of means of transport, employment or power supply restrictions, provided such circumstances are beyond the control of the parties. In addition, the same rules shall apply to delays caused by:
   
   – shortage of tools
   – acts or omissions of the client, in particular if he has not or not in a timely manner
      fulfilled his obligations.
   

V. TOOLS AND PROTOTYPES

1. Tools necessary for the execution of the work shall be produced on the basis of the instructions, drawings and prototypes provided by the client.
   
2. METALOR DENTAL shall produce the execution drawings from the documents and information supplied by the client and shall decide whether or not to submit the same to the client for approval. If the execution drawings are submitted to the client, these documents, once accepted, duly signed and returned by the client, shall constitute the reference documents for the production of the tools on the one hand, and for the execution of the orders related thereto on the other hand.
   
3. The tools shall remain the property of METALOR DENTAL irrespective of what was agreed on the allocation of the development and bulding costs of such tools. Any contribution by the client to such costs shall not be refundable. The amount of the contribution shall be determined on a case by case basis.
   
4. Unless otherwise agreed, METALOR DENTAL shall be responsible for the maintenance and preservation of the tools remaining in its care.
   
5. Tools shall be reserved exclusively for the client. METALOR DENTAL shall have the right to destroy all tools which have not been used for a period of ten (10) consecutive years. METALOR DENTAL shall advise the client in writing before doing so.
   
6. The client shall hold METALOR DENTAL harmless and indemnify METALOR DENTAL in respect of any third party claim and/or legal proceedings instituted by a third party based on intellectual property rights, whether specifically protected or not; it is specified that the client declares not to have tools manufactured other than those for which he has a bona fide right to manufacture.
   

VI. TIME LIMIT FOR CLAIMS AND WARRANTY

1. METALOR DENTAL excludes all liabilities to the maximum permitted by law. METALOR DENTAL limits its warranty to the quality of the material specified, to the execution, the appearance, the dimensional accuracy, the specified physical and mechanical features and fineness. Any claim for other defects is excluded.
   
2. METALOR DENTAL shall not be responsible for defects resulting from the material supplied by the client for the design and production of the object imposed by the client, provided that METALOR DENTAL has informed the client of a possible defect in the material supplied by the client.
   
3. Upon receipt of the object the client is required to check the same without delay. This check shall apply in particular to the material specified, the appearance of the object, the quality of the execution, the dimensional accuracy and the physical and mechanical features. The client is required to notify METALOR DENTAL in writing within fifteen (15)
   days of receipt of any defects in the object as to the material specified, the execution, the appearance, the dimensional accuracy and the physical and mechanical features. In the absence of such a notification within this period, the object shall be deemed to be accepted and free of defects.
   
4. METALOR DENTAL’s sole obligation in the event of any defects for which it is liable will be to replace the defective items. The client waives any other claim whatsoever in that respect. The client agrees in particular not to claim any damages.
   
5. Furthermore, METALOR DENTAL shall not be liable for any claim not related directly to the product, any claim based on product liability, direct or indirect damages resulting from the product delivered to the client or from the acts or omissions of its auxiliaries within the meaning of article 101 of the Swiss Code of Obligations.
   

VII. TERMS AND CONDITIONS OF PAYMENT

1. Unless otherwise agreed, all deliveries shall be made against cash payment or alternatively against the debit of the client’s metal account. No delivery shall be made if the client’s metal account has a negative balance.
   
2. If the client is in arrears in its payments, METALOR DENTAL may suspend the execution of its own obligations until the arrears are paid, unless the delay can be attributed to an act or omission of METALOR DENTAL. If the delay is due to the causes for exemption provided for under chapter IV paragraph 6 hereof, METALOR DENTAL shall not have the
   right to claim interest for late payment.
   
3. If METALOR DENTAL’s rights are placed in jeopardy as a result of the client’s insolvency, METALOR DENTAL may refuse to perform its own obligations until the performance of the contractual obligation in its favour has been secured by a bank guarantee or an other sufficient security. METALOR DENTAL has the right to terminate the agreement partially
   or totally and ask for damages, if the guarantee has not been provided within a reasonable period of time.
   
4. Unless otherwise agreed, payments shall be made in Swiss Francs (CHF).
   
5. As soon as a payment of an invoice is due, equivalent with the end of the payment terms, interest will accrue at the rate of 12.0% per year if the invoice is in Swiss francs. If the invoice is established in another currency, interest ist due at the market rate of the currency in which the invoice has been issued, provided that such rate is higher than 1 % per month. Should the rate be less than 1% per month, an interest rate of 1 % per month is applied.
   

VIII. RETENTION OF TITLE

All goods sold to the client shall remain in the property of METALOR DENTAL until the client has fully performed his contractual obligations, namely the payment of both, the main price and the related costs. METALOR DENTAL reserves the right to have the retention of title registered in the relevant public registry; the client expressly agrees on the foregoing.
 

IX. INTELLECTUAL PROPERTY RIGHTS

Nothing under the present General Conditions of Sale shall give the client any right to METALOR DENTAL’s intellectual property rights.

X. APPLICABLE LAW AND PLACE OF JURISDICTION

1. The contractual relation between the parties subject to the present General Conditions of Sale shall exclusively be governed by material Swiss law. The foregoing prescription applies also to the contractual relation with a client being based abroad. The parties agree that the UNO Convention on Contracts for the International Sale of Goods of April 11, 1980, shall not be applicable to their transaction.
   
2. The parties agree that the exclusive place of jurisdiction for any dispute that may possibly arise between the parties, their entitled representatives or assigns is the domicile of METALOR DENTAL in CH-4702 Oensingen (Canton of Solothurn / Switzerland); METALOR DENTAL is, however, also entitled to bring a claim against the client at its registered office or domicile, or at any other legal place of jurisdiction.

1er septembre 2008 | Metalor Dental AG, Bittertenstrasse 15 CH-4702 Oensingen, Telefon: 062 388 69 69, Fax 062 388 69 70, www.metalordental.com