General terms and conditions of sale

Article 1: Scope of Application, Application of these conditions, written form

These General Terms and Conditions of Sale of the company AVP MEDICAL TECHNOLOGY - AVP MEDTECH [MT DENTAL] (hereinafter referred to as "We") apply solely to natural or legal persons or partnerships or other entities with legal capacity, acting within the scope of their commercial activity or independent professional activity (entrepreneurs) when entering into a contract with us, as well as to legal entities under public law and special funds under public law.
In the absence of specific contracts as referred to in Article 1, point 5, all deliveries, services, and quotations from the company AVP MEDICAL TECHNOLOGY [MT DENTAL] are provided based on these General Terms and Conditions of Sale. Through these terms, we explicitly reject any confirmation or reference from the Customer that pertains to their own terms of sale or purchase. We do not acknowledge terms of sale and purchase that deviate from our General Terms and Conditions of Sale, unless explicitly accepted in writing. Our General Terms and Conditions of Sale apply even if we carry out delivery without reservation while being aware of Customer conditions that are contrary to or deviate from our terms of sale.
These General Terms and Conditions of Sale also apply to all future transactions with the Customer without the need for a new explicit agreement.
All agreements made between the Customer and us for the purpose of executing the corresponding contract must be documented in writing at the time of contract conclusion.
In the case of contracts in the main area of activity or contracts focused on assembly, commissioning, repairs, maintenance, or other maintenance or service provisions, these contracts take precedence over these General Terms and Conditions of Sale.

Article 2: Offer and contract conclusion

Unless specifically agreed, a contract with Us is concluded upon receipt of our order confirmation by the Customer, which may occur orally, by phone, in writing, by fax, or by email. However, the contract is, in any case, concluded at the latest upon shipment of the goods subject to delivery.
Our offers are always non-binding and without obligation. Offers and orders from the Customer are only binding on Us when We have confirmed them in the aforementioned form or when We comply with the request by dispatching the goods subject to delivery. To the extent that an order qualifies as a "Customer offer," the Customer is bound by this offer for a period of two weeks. The period begins to run when We receive the order. If applicable, We are authorized to accept such an offer within this period by sending an order confirmation according to the aforementioned terms or by dispatching the goods subject to delivery.

Article 3: Quality of delivered goods, structural changes, and documentation obligation.

The specifications of our delivered goods presented in catalogs, brochures, price lists, or otherwise accessible materials do not constitute indications of quality, unless explicitly agreed upon between AVP MEDICAL TECHNOLOGY [MT DENTAL] and the contractual partner. AVP MEDICAL TECHNOLOGY [MT DENTAL] is only obligated to adhere to optional standards beyond the regulations and applicable standards for medical devices if explicitly agreed upon in writing. All documentation complies with the requirements of European directives concerning machinery, as far as they are applicable. All products are delivered with original usage instructions in English, French, or German. All other languages of the Community are available for a fee. Source documents are not provided for independent translations.
Statements concerning the quality or durability of our delivered goods do not contain any warranties, particularly no warranty of quality or durability, unless AVP MEDICAL TECHNOLOGY [MT DENTAL] explicitly assumes such a warranty in writing.
Changes to the structure or form of the delivered goods based on technological improvements or legislative requirements remain possible during the delivery period, provided that the delivered goods are not significantly altered and the changes are acceptable to the Customer. However, we are not obligated to implement such modifications to products that have already been delivered.

Article 4: Documents, Data, Offer Information, Confidentiality

We reserve all ownership and copyright rights to all documents and data carriers, illustrations, drawings, designs, calculations, quotations, documentation, and other documents produced by us, as well as similar information of material and immaterial nature – including in electronic form – provided to the Customer. They may not be used for purposes other than those stipulated in the contract and may not be made accessible to third parties without our prior written consent. This particularly applies to documents, data, illustrations, drawings, and other information that We have designated as "confidential."
The Customer is solely responsible for the accuracy of documents, data, illustrations, drawings, designs, documentation, and other information that they provide to us.
It is solely the Customer's responsibility to ensure that documents, data, illustrations, drawings, designs, documentation, and other information provided by them do not infringe upon the rights of third parties, including industrial property rights and copyright. If third parties assert claims against AVP MEDICAL TECHNOLOGY [MT DENTAL] due to the exploitation, use, or reproduction of documents, data, or other information in the aforementioned sense, provided to us by the Customer, alleging violations of copyright, industrial property rights, or violations of unfair competition law, the Customer shall be required to assist us in defending against such claims. Additionally, the Customer shall indemnify AVP MEDICAL TECHNOLOGY [MT DENTAL] for all resulting damages, including attorney's fees and legal costs.

Article 5: Prices, Modifications, and Price Adjustments

Unless otherwise agreed, our prices are quoted "ex works" and do not include transport, packaging costs, shipping charges, insurance costs, legal taxes, customs duties, or other taxes. We charge the Customer additional costs for packaging and transportation, as well as shipping costs, and if agreed upon, insurance costs at cost price. The same applies if partial deliveries and expedited shipments are agreed upon. Any necessary installations and assembly work are also invoiced separately. The legally applicable value-added tax (VAT) will be added to the amount in effect on the day of delivery/invoicing.
For deliveries abroad, customs duties and customs processing fees are borne by the Customer.
The prices listed in our catalogs and other sales documents relate to the time of document issuance. The same applies to prices indicated on our websites. These pertain to the time when the indicated prices were published on the Internet by us. They are not binding to the extent that they are not explicitly integral parts of the contract. We reserve the right to apply price changes between document issuance or internet publication on one hand and contract conclusion on the other.
The prices indicated in our offer or at the time of contract conclusion are based on our calculation at the time of offer submission or contract conclusion. Even after contract conclusion, we reserve the right to make price changes when more than four months elapse between contract conclusion and the agreed delivery date. If, during this period, our calculation undergoes significant changes due to cost increases, such as increases in material or energy costs, VAT, or our employees' wages, resulting in a price increase of at least 10% for the delivered goods, we reserve the right to increase our prices based on the changed circumstances, without accounting for any additional profit. This does not apply in cases of delivery delay. Similarly and to the same extent, in the case of an agreed delivery time of more than four months, we are obliged to make cost reductions. At the Customer's request, we will provide proof of cost increases or reductions as soon as they occur, if they occur.
The minimum order value is 25 €.

Article 6: Communication of VAT Identification Number by Customer for Deliveries to EU Member States

For deliveries to other countries within the European Union, the Customer is required to provide us with their valid VAT identification number at the time of placing the order. If we do not receive a valid VAT identification number from the Customer before invoicing, the applicable legal VAT will be charged.

Article 7: Payment Conditions, Delay, Payment Incapacity, Indications of Client's Financial Deterioration

Unless otherwise agreed, our invoices are payable within 30 days from the date of invoicing without deduction. Payment is made free of charge to our designated payment institution.
Any complaints must be submitted within eight days of receipt. After this period, they will not be considered. No merchandise returns will be accepted without our prior agreement.
Deduction of a discount is only permissible with a separate written agreement with us.
Payment is considered made when we have access to the invoice amount. We accept checks only with explicit agreement and always as payment for a service. In the case of payment by check, payment is considered made only when the check has been cashed. We do not accept bills of exchange.
The terms and legal consequences of the Customer's payment delay are governed by applicable legal provisions. In the event of the Customer's payment delay – even for previous deliveries – or if we become aware of circumstances that raise justified doubts about the Customer's solvency and seem to threaten our right to receive the due consideration, especially if the Customer suspends payments or insolvency proceedings or comparable debt settlement procedures are initiated or requested with regard to the Customer's assets, we shall be entitled to immediately declare all outstanding claims from all business relationships with the Customer as due and payable, even if we have accepted checks. In this case, we shall be authorized to demand advance payments or the provision of security.
We reserve the right to deliver to new customers only with advance payment or cash on delivery.
If the Customer is in payment delay – even for previous deliveries – or if we become aware of circumstances that raise justified doubts about the Customer's solvency and seem to threaten our right to receive the due consideration, especially if the Customer suspends payments or insolvency proceedings or comparable debt settlement procedures are initiated or requested with regard to the Customer's assets, we shall be entitled to immediately declare all outstanding claims from all business relationships with the Customer as due and payable, even if we have accepted checks. In this case, we shall be authorized to demand advance payments or the provision of security.
For unpaid claims resulting from previous business relationships with the Customer, we are entitled – even in the case of differing payment conditions on the part of the Customer – to first allocate payments to the oldest claim. If costs and interest have already arisen, we are entitled to first allocate the Customer's payments to the costs, then to the interest, and finally to the outstanding principal claim, even in the case of differing provisions from the Customer. In the aforementioned cases, we will inform the Customer of the type of allocation carried out.
Finally, a lump sum compensation for collection costs of €40 will be automatically due and payable by the Customer in case of payment delay, without prior notice. We reserve the right to claim additional compensation from the Customer if the actually incurred collection costs exceed this amount, upon submission of evidence.

Article 8: Compensation, Right of Retention, Assignments

The Customer is entitled to set-off only if their counterclaims have been established as final, are undisputed, or if We acknowledge them. The right of retention is excluded to the extent it is not based on the same contractual relationship. Additionally, the Customer is only permitted to exercise a right of retention for undisputed, established counterclaims, or counterclaims that We acknowledge and are based on the same contractual relationship.
Assignment of claims against our company is excluded.

Article 9: Delivery Time, Compensation Obligation by Customer for Delivery Delays Attributable to Them, Partial Deliveries

The delivery time depends on the agreements made between the Customer and Us. To comply with it, it presupposes that we have timely and unambiguously clarified all commercial and technical matters with the Customer, and that the Customer fulfills all obligations on their part in a timely and proper manner. This includes providing the information and documents that the Customer must obtain, such as all required certificates or administrative permits, as well as payment of any agreed-upon advance or down payment. Otherwise, the delivery time is extended accordingly unless the delay is attributable to Us.
In case of late changes to the contract by the parties that could impact the delivery time, it will be reasonably extended unless agreed otherwise.
The delivery time is deemed met if the delivered goods have left our factory or warehouse before the end of the time limit, or if the Customer has been informed that the goods are ready for dispatch. In cases where acceptance must be made – except for justified refusals of acceptance – the determining date for the delivery time is the date of acceptance or, as a secondary option, the notification of readiness for acceptance. In case of early delivery, the determining date for the delivery time is the actual delivery date, not the initially agreed-upon date.
If the dispatch of the delivered goods is delayed due to reasons attributable to the Customer, We are entitled to set a reasonable deadline for the Customer, withdraw from the contract after the deadline has expired without result, and claim damages for non-performance. In this case, We are authorized – without prejudice to the possibility of claiming higher actual damages – to demand 5% of the agreed contractual price for the costs incurred in processing the order and for lost profit. The Customer has the right to prove that We did not suffer any damage or that the damage We suffered is lower.
We are entitled to make partial deliveries as long as the remaining parts of the delivery are supplied within an agreed-upon time frame and this is acceptable to the Customer.

Article 10: Force Majeure, Supplier Delivery

We will not be liable for delivery and performance delays due to force majeure or extraordinary events that We could not have foreseen or avoided despite reasonable diligence under the circumstances of the incident, and that significantly impede or make delivery or performance substantially more difficult or impossible for Us, not only temporarily, even if deadlines and dates were agreed upon in a binding manner. Such events may include significant operational disruptions, measures taken in the context of labor disputes, including strikes and lockouts, energy supply difficulties, shortages of raw materials/delays in the delivery of essential raw materials and materials, actions by authorities, including government or supranational regulations on export control, delivery embargoes, or other sanctions, mobilization, war, riots, etc. The above also applies if such events occur at our suppliers or their own suppliers. The impediments mentioned above entitle Us to postpone delivery or performance for a period corresponding to the duration of the impediment, plus a reasonable recovery period. If the impediment lasts for more than three months, We shall be entitled to terminate the contract in whole or in part due to the unfulfilled portion. We can invoke the aforementioned circumstances and legal consequences only if We inform the Customer immediately after becoming aware of them.
If the impediment lasts for more than three months in cases mentioned in point 1, the Customer shall also have the right to terminate the contract with regard to the unfulfilled portion after setting an additional reasonable deadline.
If the delivery time is extended in cases mentioned in point 1, or if We are released from our contractual performance obligation in whole or in part in accordance with points 1 and 2, the Customer cannot claim damages against Us.

Article 11: Shipment, Shipping and Transport Costs, Transfer of Risks, Insurance, Returns

Shipment and transport of our delivered goods are always carried out without insurance and at the Customer's expense. If the Customer does not request a specific mode of shipment, We will choose the one that appears most cost-effective each time.
The risk of accidental loss or deterioration of the delivered goods is transferred to the Customer as soon as We hand over the delivered goods to the person responsible for transport, but at the latest when the goods subject to delivery have left our factory or warehouse for dispatch. This applies whether the shipment takes place from the place of performance or not, and regardless of who bears the shipping/transport costs. The same applies if shipment is made using a company vehicle or by our own personnel. The aforementioned also applies in the case of partial deliveries and if We also provide other services, e.g., shipping/transport costs or the delivery and installation of delivered goods. If acceptance is required, it also marks the moment of risk transfer. It must be carried out by us immediately on the agreed date for acceptance or, alternatively, upon notification of readiness for acceptance. The Customer cannot refuse acceptance due to non-essential defects. All significant agreements on the assumption of transport costs are considered simple cost clauses and do not affect the transfer of risks.
If the delivered goods are available for shipment or acceptance, and the Customer has been informed of the availability for shipment or acceptance, and if shipment or acceptance is delayed for reasons that are not attributable to Us, the risk of accidental loss or deterioration of the delivered goods is transferred to the Customer from the notification of availability for shipment or acceptance.
At the Customer's request, the shipment can be insured by Us and at their expense against transport-related damages, fire, water damage, breakage, theft, and other insurable risks.
The Customer can return unused catalog items (not subject to specific features or assembly) in their undamaged original packaging for a refund, exchange, or credit within 14 days from the delivery date. Administrative and repackaging fees, as well as return risks, are always borne by the Customer.
Non-stock items or items with specific assembly are not eligible for return.

Article 12: Contractual Warranty

We are responsible for defects in our delivered goods (material and legal defects) only as follows, excluding any other claims, subject to the provisions of Article 13:
Customer's claims for defects presuppose that they have properly fulfilled their inspection and notification obligations. Therefore, the Customer must immediately inspect upon receipt whether our delivered goods are free from defects and, to a reasonable extent, also perform a usage or processing test. The Customer must immediately notify us in writing of any obvious defects, but no later than two weeks after receipt of the delivered goods. Defects that cannot be detected immediately, even with careful inspection, must be reported to us in writing immediately after discovery. In the absence of timely defect reports, our deliveries are considered accepted.
In the event of a defect in our delivered goods, We are entitled to subsequent performance, which at our discretion involves either correcting the defect or delivering defect-free replacement goods. If the claim is justified, We will bear all necessary costs for subsequent performance, including shipping, transport, travel, labor, and material costs, to the extent that these costs are not increased because the delivered goods have been transported to a location other than the delivery address. Any additional costs or expenses resulting from the transport of the delivered goods to a location other than the delivery address shall be borne by the Customer. Replaced parts become the property of AVP MEDICAL TECHNOLOGY [MT DENTAL] and must be returned to us.
The Customer must grant us the necessary time and opportunity to take all measures that We deem necessary for subsequent performance as per point 3; otherwise, We will be released from any liability for the resulting consequences. In cases of emergency only, especially in the event of a threat to business security or if it is necessary to prevent disproportionate damage, the Customer shall be entitled to remedy the defect themselves or have it remedied by third parties and demand reimbursement of necessary expenses from us. In this case, the Customer must inform us immediately.
If We allow a reasonable additional period granted by the Customer for subsequent performance to elapse without results, the Customer may, at their discretion, terminate the contract or demand a reduction in the contractual price (reduction). Furthermore, the Customer shall be entitled to terminate the contract or demand a reduction in the contractual price, even without setting a deadline, if subsequent performance fails or is unacceptable to the Customer, or is unreasonably delayed for reasons attributable to Us. The same applies if We definitively refuse subsequent performance or if We are unable to carry it out, as well as in special circumstances justifying immediate withdrawal after weighing the interests of both parties. However, in the case of minor breaches of contract, especially minor defects, the Customer can only claim a reduction in the purchase price.
Other rights of the Customer are exclusively governed by Article 13 of these terms.
For repair work and replacement deliveries as per point 3, We are liable to the same extent as for the originally delivered goods.
We are not liable:

for damages caused by improper or inappropriate use of the delivered goods, including overloading, improper or negligent handling, inadequate maintenance, incorrect installation or commissioning of the delivered goods by the Customer or third parties, use of unsuitable equipment or consumables, defective construction work, unsuitable construction support, chemical, electrochemical, or electrical influences, unless We are responsible for the circumstances mentioned above;
when legal requirements or the assembly, service, maintenance, and cleaning instructions published by Us are not followed by the Customer or third parties – e.g., by its own customers – unless the defect in question is not attributable to the non-compliance with these instructions;
for the consequences of inappropriate repairs by the Customer or a third party commissioned by the Customer, or if the Customer or third parties commissioned by the Customer make changes to the delivered goods or replace parts without our consent, unless the defect in question is not attributable to such repair or replacement;
if the delivered goods were created or modified based on Customer specifications, especially according to drawings provided by the Customer, and the defect of the delivered goods is attributable to these specifications or drawings, or in the case of a solution to a construction task specified by the Customer that corresponded to the state of the art at the time of implementation;
for the natural wear and tear of the delivered goods;
for the conformity of the delivered goods with foreign regulations unless explicitly warranted by Us.

If the Customer has raised a claim against us due to alleged defects and it turns out that there is no defect or that the alleged defect is based on circumstances that do not obligate us to provide a warranty, especially in one of the cases mentioned in point 8, the Customer must reimburse us for all expenses incurred in examining the claim or subsequent performance, unless the unjustified claim is not the fault of the Customer.
We commit to delivering goods that conform to the technical specifications of the seller, repairing or replacing goods recognized as defective by the seller within 12 months from the invoice date. Under no circumstances shall the seller be held liable for bodily or material damages of any kind that could be the direct or indirect result of improper adaptation of the product or its defective use. We recommend that users ensure it is exactly suitable for the intended purpose before implementation.

Article 13: Other Liability of AVP MEDICAL TECHNOLOGY [MT DENTAL], Exclusions/Limitations of Liability

The company AVP MEDICAL TECHNOLOGY [MT DENTAL] shall only be liable for damages – regardless of the legal basis – as follows:

We are liable in accordance with legal provisions if the Customer asserts claims for damages against us based on intentional misconduct or gross negligence. Insofar as intentional breach of the contract is not imputed to us, however, our liability for damages shall be limited to contractual damages.
In the event of a breach of material contractual obligations (=obligations whose fulfillment enables proper execution of the contract and on the compliance of which the Customer can generally rely), we shall be liable for simple negligence. In the event of a breach of such obligations, as well as in cases of delay and impossibility, our liability for damages shall be limited to contractual damages.
The aforementioned limitations and exclusions of liability shall not apply to damages resulting from wrongful harm to life, bodily integrity, or health, or damages caused by fraudulent behavior on our part, in cases of our mandatory legal liability under product liability law, or for damages covered by a warranty assumed by us, or to the extent that we have assumed a procurement risk.
Any fault of our legal representatives and vicarious agents shall be imputed to us.
Except as otherwise provided above, our liability for damages shall be excluded, regardless of the legal nature of the invoked right.
Insofar as the liability of AVP MEDICAL TECHNOLOGY [MT DENTAL] is excluded or limited, this exclusion shall also apply to the personal liability of its employees, associates, legal representatives, and vicarious agents.
The legal provisions regarding the burden of proof shall not be affected by the above provisions.

Article 14: Statute of Limitations

Unless otherwise provided below, the statute of limitations for Customer claims due to material and legal defects is one year. The statute of limitations begins upon delivery of the delivered goods. This period also applies to claims for contractual and non-contractual damages based on a defect.
Legal statutes of limitations shall apply, on the other hand, to:

defects in delivered goods that have been used in their intended manner and have led to their defectiveness;
rights arising from tortious acts based on a defect in the delivered goods;
cases in which we are liable for damages arising from harm to life, bodily integrity, or health;
cases in which we are liable for damages based on intentional misconduct or gross negligence;
cases in which our liability is based on the assumption of a warranty regarding the quality of the delivered goods or a procurement risk;
cases in which we are liable due to fraudulent behavior;
our legal liability under product liability law;
third-party real rights;
claims within the scope of a recourse action on the delivery.

A statement by AVP MEDICAL TECHNOLOGY [MT DENTAL] regarding a Customer's defect claim shall not be considered the initiation of negotiations on the claim or the circumstances giving rise to the claim, provided that we reject the defect claim in its entirety.

Article 15 : Reservation of Title

The goods delivered by us (hereinafter "Goods subject to reservation of title") remain the property of AVP MEDICAL TECHNOLOGY [MT DENTAL] until full payment of all our claims arising from the business relationship with the Customer.
The suspension of individual claims in a current invoice as well as the balance and its acknowledgment do not affect the reservation of title.
Payment shall be deemed to have been made only when we have received the equivalent amount.
The Customer is obliged to handle the Goods subject to reservation of title with care during the period of reservation of title. To the extent that maintenance and inspection work is required, the Customer must carry it out in a timely manner and at its own expense.
The Customer is obliged to adequately insure the Goods subject to reservation of title against fire, water damage, breakage, and theft, at its own expense. The Customer hereby assigns to AVP MEDICAL TECHNOLOGY [MT DENTAL] all claims for compensation to which it is entitled from the insurance company under a corresponding insurance. If the assignment is not legally effective, the Customer shall inform the insurance company that any payments must be made exclusively to AVP MEDICAL TECHNOLOGY [MT DENTAL]. Our other claims remain unaffected. At our request, the Customer provides us with proof of the insurance mentioned above. We are entitled to insure the Goods subject to reservation of title against fire, water damage, breakage, and theft (including burglary and theft by extortion) at the expense of the Customer, unless the Customer provides us with proof of appropriate insurance upon request.
The Customer is authorized to resell the Goods subject to reservation of title within the scope of normal commercial activities. However, pledging, transfer, or assignment as security is only permitted with our consent.
The Customer is obliged to secure AVP MEDICAL TECHNOLOGY [MT DENTAL]'s rights when reselling the Goods subject to reservation of title on credit.
The Customer hereby assigns to us all claims arising from the resale of the Goods subject to reservation of title against its own customers or third parties, up to the final amount of our invoices (including VAT), regardless of whether the goods/deliverables are resold without or after processing. The claim assigned to AVP MEDICAL TECHNOLOGY [MT DENTAL] in advance by the Customer - in the case of a current account relationship between the Customer and its own customer - also applies to the recognized balance, and in the event of the insolvency of the Customer, to the balance of the existing customer/supplier account at that time. AVP MEDICAL TECHNOLOGY [MT DENTAL] accepts this assignment herewith. If an assignment is not legally effective, the Customer shall inform its own customer that any payments must be made exclusively to AVP MEDICAL TECHNOLOGY [MT DENTAL]. Revocably, we authorize the Customer to collect the assigned claims for us in its own name on a fiduciary basis. The amounts collected must be remitted to us immediately. Our right to collect the claims ourselves remains unaffected; however, we undertake not to collect the claims as long as the Customer properly fulfills its payment obligations, is not in default of payment, no application for the initiation of insolvency proceedings or a comparable debt relief procedure has been filed with respect to the Customer's assets, and we are not aware of other circumstances that raise reasonable doubts about the Customer's ability to pay or on the basis of which our right to payment of the consideration due to us appears to be jeopardized.
Any processing and/or transformation of the Goods subject to reservation of title by the Customer shall always be carried out on our behalf, without any obligation arising for us. In the event of processing, combining, mixing, or incorporating the Goods subject to reservation of title with other goods not owned by us, we acquire co-ownership of the resulting new item in proportion to the value of the Goods subject to reservation of title (final invoice amount including VAT) compared to the value of the other goods processed at the time of processing, combining, mixing, or incorporation. If the Customer acquires exclusive ownership of the new item, it is agreed that the Customer shall grant us co-ownership of the new item in proportion to the value of our processed, combined, mixed, or incorporated Goods subject to reservation of title (final invoice amount including VAT) compared to the value of the other processed, combined, mixed, or incorporated items, and that it shall store the new item free of charge for us.
If the Goods subject to reservation of title are resold together with other items - whether before or after processing, combining, mixing, or incorporation - the aforementioned agreed advance assignment shall only apply to the value of our Goods subject to reservation of title (final invoice amount including VAT) resold with the other items.
In order to secure our claims as described above, the Customer also assigns to us the claims that it has against third parties due to the combination of the Goods subject to reservation of title with real property.
In the case of a comprehensive assignment by the Customer, the claims assigned to us in accordance with points 8 to 11 are explicitly excluded.
In the event of a breach of contract by the Customer, particularly in the event of payment delays or interruptions, as well as in the case of check disputes, applications for the initiation of insolvency proceedings against the Customer's assets, or applications for a comparable debt relief procedure against the Customer's assets, the Customer shall no longer be authorized to dispose of the Goods subject to reservation of title and to collect the assigned claims. The same shall apply if we become aware of other circumstances that give rise to justified doubts about the Customer's solvency and seem to jeopardize our right to the consideration due to us.
In the cases described in point 13, after a warning and the simultaneous setting of a reasonable additional period for the payment of the contractual price, we shall be entitled to take back the Goods subject to reservation of title after the additional period has expired without result. However, in the event of an application for the initiation of insolvency proceedings against the Customer's assets, we shall also be entitled to immediately terminate the contract and demand the immediate return of the Goods subject to reservation of title. In the event of a request for return, the Customer shall be obliged to immediately return the Goods subject to reservation of title to us. Our reacquisition of the Goods subject to reservation of title constitutes a termination of the contract. After the Goods subject to reservation of title have been retaken by us, we shall be entitled to resell them. The proceeds from the resale must be credited to the Customer's debts after deducting reasonable resale expenses.
In the cases described in point 13, we may demand that the Customer informs us of the assigned claims and their debtors. At our request, the Customer shall provide us with the necessary information for the collection of the assigned claims, shall hand over the corresponding documents, and shall inform the debtors (third parties) of the assignment. In this case, the Customer shall in particular be obliged to inform us of the names and addresses of the debtors (third parties), as well as the amount of the claims along with the date of invoicing. On the other hand, we shall also be entitled to inform the debtors (third parties) of the assignment ourselves.
We undertake to release the guarantees provided to us in accordance with the provisions above at the request of the Customer, to the extent that the realizable value of the collateral exceeds our claims to be secured by 10% or more arising from the business relationship with the Customer if these claims have not yet been settled. The choice of collateral to be released is at our discretion.
In the case of deliveries to other jurisdictions in which these rules regarding reservation of title do not have the same guarantee effect as in FRANCE, the Customer hereby grants us a corresponding guarantee. If other measures are necessary for this purpose, the Customer shall make every effort to promptly provide such a guarantee to AVP MEDICAL TECHNOLOGY [MT DENTAL]. The Customer shall cooperate in all necessary measures to ensure the validity and enforceability of such guarantees.

Article 16: Use of Software

To the extent that software is included in the scope of delivery, the Customer is granted a non-exclusive authorization to use the delivered software, including its documentation. The software is exclusively provided for use on the delivered goods intended for this purpose. This authorization is not transferable. The Customer is not permitted to grant usage rights to third parties. The use of the software on more than one system is prohibited. The Customer may only reproduce, modify, translate the software, or transform its object code into source code to the extent permitted by law. The Customer undertakes not to delete existing manufacturer information, particularly copyright notices or registration features such as registration numbers in the software, and not to modify them without our explicit prior consent. Other rights to the software and documentation, including copies, remain the property of AVP MEDICAL TECHNOLOGY [MT DENTAL] or the software supplier.

Article 17: Data Protection, Customer's Consent Declarations

Preliminary Remarks:
Data necessary for order processing, especially the name and address/business address of the Customer, are electronically recorded by us and used and processed by our company for the purposes of order processing, particularly for communication with the Customer or processing the corresponding inquiries from the Customer, as well as for other advertising purposes (mailings, sending brochures, etc.). Contractual data is additionally used to potentially initiate a credit check with a credit reporting agency. The recording and processing of Customer data by us are carried out in strict compliance with data protection laws.

Customer's Consent Declarations:
By submitting an inquiry, but at the latest upon conclusion of a contract, the Customer declares their acceptance of the data recording as described in point 1. The Customer also consents to us transmitting this data to companies and individuals we authorize to enforce our claims and rights in the event of contract breaches by the Customer. The Customer also consents to the postal service provider authorized by us providing us with the correct address of the Customer if a postal shipment could not be delivered to the previously known address. The Customer has the right to revoke their consent to the aforementioned data recording, usage, and processing at any time. They are entitled to demand the deletion of their data in writing at any time. The Customer has the right at any time to request information about the data recorded about them, its origin and recipient, the use of the data, as well as the purpose of processing.
In case of exercising these rights, the Customer must send us an email to the address support@avpmedtech.com, specifying "Right of Individuals" in the subject line and attaching a copy of their proof of identity.

Article 18: Applicable Law, Contractual Language, Jurisdiction, Place of Performance, Translation

These General Terms and Conditions of Sale, as well as all legal relationships resulting from the contract between the Customer and AVP MEDICAL TECHNOLOGY [MT DENTAL], are exclusively governed by French law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The contractual language is French.
The place of performance for all obligations of both parties arising from the contractual relationship is the business address of AVP MEDICAL TECHNOLOGY [MT DENTAL] in Vélizy-Villacoublay (78140), France.
Any dispute arising out of or relating to a contract, its conclusion, or its validity will be submitted – for both parties to the contract – to the competent court in the jurisdiction of the registered office of AVP MEDICAL TECHNOLOGY [MT DENTAL]. However, we are also entitled, at our discretion, to initiate proceedings before the competent court at the Customer's registered office or any other competent court.
These General Terms and Conditions of Sale were originally drafted in the French language. In case of discrepancies in interpretation or disputes, the French version prevails.

Article 19: Partial Nullity

If any provision of these General Terms and Conditions of Sale or any provision of other agreements between the Customer and us is found to be or becomes invalid or unenforceable, in whole or in part, or if a gap is identified in these General Terms and Conditions of Sale, the validity of all other provisions or other agreements shall not be affected. If necessary, the invalid or unenforceable provision shall be replaced by a valid or enforceable provision that achieves the closest possible purpose to that of the invalid or unenforceable provision, and the gap shall be filled by a corresponding provision that would have been agreed upon according to the object of these General Terms and Conditions of Sale if the parties to the contract had contemplated the matter in question from the outset.