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Terms and Conditions

General Terms and Conditions of allshape AG based in CH-2543 Lengnau/Switzerland, (hereinafter referred to as “allshape”) for the delivery of components for the dentistry.

 
PLEASE NOTE:
In the event of different interpretations of allshape’s Terms and Conditions in another language, the German version of the General Terms and Conditions shall apply in cases of doubt.

  • 1- allshape milling center

    The allshape milling center (hereinafter referred as to “milling center”) offers the possibility to order the production of dentistry components such as bars, bridges and customised abutments (hereinafter referred to as „product“) online with allshape. The denture is produced by allshape itself or by a contractor on behalf of allshape. After the manufacturing of the product, it is delivered directly by allshape or the respective subcontractor. However, the contractual partner is allshape alone, even in the event of the manufacturing and delivery being implemented by a subcontractor.
  • 2- Scope of the General Terms and Conditions

    For all orders placed with the milling center, the following General Terms and Conditions (hereinafter referred to as “GTC”), are being exclusively applied, in the version valid at the time of placing the order.
  • 3- Signing up as registered user

    3.1    In order to place orders with the milling center, it is necessary to register on the website www.allshape.ch, so that allshape obtains all information required for a quick and smooth processing of orders.
    3.2      The registration is restricted to legal entities and individuals having unrestricted legal capacity that are entrepreneurs in the sense of the Swiss Obligation Code (OR).
    3.3      The user name and the password are not to be assigned to any third party.
  • 4- Conclusion of Contract and Place of Performance

    4.1      The contract regarding the manufacturing of the product is concluded by transmitting the order data to allshape. Customers may individually view status reports and order processing on the web portal. allshape shall manufacture all transmitted orders and shall not carry out any further examination of the forwarded construction data. The technically implementable parameters are to be verified by the customer.
    4.2      Place of performance is CH-2543 Lengnau / Switzerland
  • 5- Prices and Terms of Payment

    5.1   Unless explicitly agreed otherwise, the prices are valid at the time of the order in the version published on the website. All prices are in the currency stated on the price list, plus VAT for Swiss receivers of services, ex works Lengnau.
    5.2   Invoices are payable within 30 days net after date of issuance, to the account of allshape, stated on the invoice. If the buyer is in arrears, allshape is entitled to charge default interest in the amount of at least 8% p.a.. If a higher damage due to the default can be proven, such damage can be enforced as well.
    5.3   Setoff and retention claims may only be enforced, in the event of being established as final and absolute or if confirmed by allshape.
    5.4   For existing customers that have an ongoing business relation with allshape, the already negotiated terms of payment apply.
  • 6- Damage Claims because of Defects (Warranty claims)

    6.1   In accordance with statutory provisions, allshape grants a guarantee for the product unless otherwise provided in the following clauses 6.2 through 6.3.
    6.2   If the product is defective, supplementary performances can be required. The decision whether the supplementary performance is rendered by removing the defect in the originally manufactured product or by manufacturing or delivering a new product that is based on the same data set, is thereby incumbent on allshape. A right to rescission or reduction exists if the relevant statutory requirements are fulfilled. Claims for damages and reimbursement of unavailing expenses because of defects are subject to the restrictions provided in clause 8-
    6.3   A defect is not assumed if the product was manufactured in accordance with the information made available to us. Insofar, allshape shall not pay for mistakes that are based on false information or false fragments thereof. If allshape is able to prove that no defect existed, which could be subject to a warranty obligation, a compensation for the expenses incurred due to the services rendered for remedying the defect can be required.
    6.4   The burden of proof that a defect exists is in any event borne by the customer.
  • 7- Guarantee

    7.1   allshape grants the following durability guarantee (hereinafter referred to as „guarantee“) for the product manufactured in the milling center or its subcontractors; said guarantee shall apply along with the contractually agreed warranty. The guarantee applies only for direct customers (contractual partners) of allshape (hereinafter referred to as „customers“); end consumers and third parties, particularly consumers and patients shall not have any claims under this guarantee.
    7.2   Period of guarantee
    The guarantee is granted for a period of 5 years as of the date of delivery to the customer. Guarantee grants or further sales do not establish an extension of the period of guarantee, nor do they launch a new period of guarantee.
     
    7.3   Scope of the Guarantee and Exclusions
    The guarantee claim exists only for the following mistakes in the product such as: Defects, cracks or corrosion that are caused by material defects or processing defects on the part of allshape. Material defects are only assumed if the material properties deviate from those specified on the related data sheet. The customer has the burden of proof in this respect.
     
    Damages during transport will be settled by allshape on behalf of the customer. Other defects such as a product defects that are beyond the responsibility of allshape shall be excluded from any guarantee. allshape is particularly not responsible for defects caused by improper or faulty further processing of the product.

    7.4   Guarantee Claims of the Customer
    If during the period of guarantee any of the defects comprised by the guarantee occur, allshape will remedy said defects free of costs; it is in the sole discretion of allshape, whether the defect is remedied by manufacturing a new product and effect a replacement delivery of the product manufactured on the basis of the original data set. This requires the defective product being sent to allshape within the period of guarantee along with a written description of the defect prepared by the customer. The guarantee lapses if the return is not arranged within 2 weeks upon notification of the defect. The transport is always at the risk of the customer. The transport costs for the delivery to allshape are borne by the customer; the costs for the delivery from allshape to the customer are borne by allshape.
     
    The aforementioned claims are the only rights of the customer, which allshape grants to the customer, based on this guarantee. This guarantee – restricted hereto – does, in particular, not establish any claims of the customer for recission of the contract or for damages because of defects triggering the guarantee claim. Particularly the replacement of consequential damage of all kinds is excluded. Die vorstehenden Ansprüche stellen die einzigen Rechte des Kunden dar, die allshape dem Kunden aufgrund dieser Garantie gewährt. Diese – hierauf begrenzte – Garantie begründet insbesondere keine Ansprüche des Kunden auf Rückabwicklung des Vertrages oder auf Schadenersatz wegen Fehlern, die den Garantieanspruch auslösen. Ausgeschlossen ist insbesondere auch der Ersatz von Folgeschäden jeder Art.
  • 8- Liability

    allshape is liable for all damages – for whatever legal basis, especially caused by violations of contract (including material defects or defects in title) or by tortious act – in accordance with the following provisions, whereby the regulations shall apply accordingly also for reimbursement claims of unavailing expenses:
    8.1   allshape assumes liability in case of intent, claims under the Product Liability Act as well as in cases of injury of life, body or health in accordance with the statutory requirements. The same applies in cases of fraudulent concealment of a defect and insofar as allshape assumed a guarantee for the quality of the contractual performances conflicting any of the restrictions on liability described hereafter.
    8.2   In cases of gross negligence, allshape shall be restricted to the replacement of typical foreseeable damage.
    8.3   In cases of slight negligence, a liability for material defects and financial loss, particularly also for consequential financial loss, is excluded.
    8.4   In cases of liability regardless of negligence of fault for a deterioration incurring during a delay, or a destruction of the denture during the delay, respectively, the liability of allshape is also restricted to the typical foreseeable damage.
    8.5   Insofar as claims for damages are based on material defects or defects in title for the delivered product, these become statute-barred within one year as of the shipment of the product unless a case pursuant to sub. 8.1 exists. Unless again one of the cases described in sub 8.1 occurs, all further claims for damages against allshape become statute-barred within 2 years as of the end of the calendar year in which the claim arose and the customer learnt about it or would have to learn about without gross negligence. Irrespective of the knowledge of such claims or unawareness due to gross negligence, such claims become statute-barred within 6 years after their origination.
    8.6   The customer bears the full burden of proof.
  • 9- Applicable Law and Legal Venue

    9.1      These GTC and any and all legal relations between allshape and the customer involving orders with and deliveries effected by the milling center shall be governed by Swiss law.
    9.2   The exclusive legal venue for any and all litigation shall be the headquarters of allshape.
  • 10- Severability Clause and Alternations of these GTC

    10.1 Should any of the provisions of these GTC be ineffective, this shall not affect the remaining provisions. The invalid provision is deemed replaced by such a provision economically approaching best the sense and purpose of the invalid provision in a legally valid way. The same applies for possible regulatory gaps.
    10.2      allshape reserves the right to alter these GTC at any time and without specifying reasons. The version valid at the time of the order is applicable. However, allshape shall inform you about the changed conditions by pointing out the amendments in an e-mai8l forwarded to the e-mail address, provided by the customer, at least two weeks before these amendments come into force.

Lengnau, 1. Januar 2010