General Terms of Sale

1. General Conditions
All our transactions are conducted in accordance with the following conditions. Any exceptions to the contrary require our written consent.

2. Offers
All offers are subject to change without notice.

3 Prices and Terms of Payment
3.1

All prices are net ex-works Incoterms 2010, exclusive of sales or valued added tax, shipping, handling, insurance or packaging costs.
3.2
All prices are based on costs at the date when the order is placed.
3.3
Unless otherwise agreed, the net payment is due in 30 (thirty) days from date of invoice.
3.4
Should a hire-purchase arrangement be agreed upon, default of any payment shall result in the total balance of the account falling due immediately.
3.5
The retention or reduction of payments because of complaints, disagreements or contested or invalid counterclaims of the purchaser is not permitted. Settlements involving counterclaims of the purchaser are only permissible on the basis of a special written agreement, provided the counterclaim is legally established or uncontested. This does not apply to counterclaims on the basis of a defect, which is based on the very contractual relationship our claim is based on.

4. Reservation of Ownership and Securities
4.1

We reserve the right to retain ownership of the goods hawse have supplied until such time as all the existing and future claims arising from the contract with the purchaser have been settled. This also applies when individual or all the outstanding payments of the purchaser are paid into a current account and the balance is confirmed.
4.2
The purchaser is authorized to sell the goods in question in his or her regular business transactions. We have the right to withdraw the authority to sell the goods at any time, if the purchaser is in arrears with his or her payments to us.
4.3
If the purchaser sells goods that are subject to our reservation of ownership, he or she irrevocably assigns all the debts that arise from the resale of the goods as well as secondary rights to us in order to help us safeguard our claims. In his or her position as our agent, the purchaser is authorized to collect assigned debts until this right is revoked. If we should revoke this right, the purchaser shall provide us with the required information about the debts and debtors (third-party purchasers). We will then inform the debtors (third-party purchasers) ourselves or we will demand that the purchaser inform the debtor and furnish proof of having done so. The assignment lapses when the purchaser pays us the purchase price of the delivered goods including all secondary claims as well as all the debts from our current business contracts.
4.4
The purchaser shall notify us immediately, if third parties establish or assert a right to our goods, for example, by pawning.
4.5
The purchaser is responsible for insuring all the goods that are subject to our reservation of ownership against loss, damage and deterioration and in particular against fire, damage by natural sources and theft and for supplying us with proof of the insurance coverage. Herewith, the purchaser irrevocably assigns all his or her insurance claims filed with the insurance to Ivoclar Vivadent AG. The assignment takes place on condition subsequent of the payment of the existing debt to be secured by the purchaser. He or she shall inform the underwriters of this assignment of claims at the time of taking out the insurance.
4.6
If the value of the securities due to us exceeds that of the debts to be secured with regard to the purchaser by 10%, we will release the amount of securities we think is adequate.

5. Additional Rights upon Default in Payment by the Purchaser
In the event that the purchaser shall default on payment, we reserve the right to cancel all orders and outstanding orders without any liability for damages after a grace period of 8 (eight) days. As long as the purchaser shall remain in arrears our obligations with regard to orders acknowledged (obligation of delivery, observation of delivery dates) shall remain in suspension. We shall also have the right to withdraw if the purchaser has misrepresented the situation to us in such a way that experience in business life would not have led us to conclude the contract. We shall also have the right to withdraw from the contact should a significant drop in income and property of the purchaser become known after the conclusion of the contract, unless the purchaser shall offer counter-performance or shall give guarantee of performance for its claims. In the event that either of the parties fails to fulfil the contract, they must return the services rendered. The purchaser shall compensate us for any decline in value of the goods following the conclusion of the contract, including expenditures involved and profit not realized.

6. Passing of risk, transport damages, availability of goods
We deliver ex works – EXW, our works (Incoterms 2010). If the delivery of goods is agreed on, delivery is at the risk of the purchaser. This also applies if delivery is made carriage free or if delivery is carried out by us.. Risk shall be considered transferred with dispatch of the goods, at the latest with delivery to the postal services, railway or shipping company. Insurance against transport risk and breakage will be taken out by us and billed to the purchaser, unless the purchaser explicitly demands to take out his or her own private insurance. The purchaser examines the goods upon receipt in respect to transport damages and informs us and the person carrying out the transport without undue delay about transport damages and has the notice of damage signed by the person carrying out the transport.
In case that goods are not available as our supplier does not supply the respective goods without any fault on our side, we are entitled to rescind the contract. We will inform the purchaser without undue delay about the lack of availability and refund services or payments rendered in return.

We are entitled to make partial deliveries as long as this is reasonable for the purchaser.

7. Complaints, Warranty Claims
We assume liability for defective goods delivered by us to the following extent:
7.1
The purchaser shall immediately notify us in writing of such deficiency. Apparent defects must be reported within 8 (eight) days, at the latest, of receiving the goods. Notification of hidden deficiencies shall occur within 8 (eight) days of having been discovered. The delivery slip must accompany the complaint in every case.
7.2
No liability is assumed in the following cases: negligible deviation from the agreed quality, negligible impairment of serviceability, normal wear or damage, which after the passing of risk, is caused by inappropriate, negligent or excessive use, unsuitable equipment or by other external influences that are not anticipated in the contract.
7.3
In the case of guarantees involving our own protection, it is necessary to return the respective guarantee card.
7.4
We assume no liability for failure of the purchaser to observe the date of termination of the guarantee. No liability is assumed for damages resulting from unsuitable or unprofessional use or handling of goods by the purchaser as well as for the purchaser’s failure to follow instructions for use.
7.5
Defective goods will be repaired or replaced according to our choice. In the event that the deficiency cannot be remedied, the purchaser shall have the right to receive a reasonable reduction in price or to request the cancellation of the specific transaction or – in case of a fundamental defect – to claim damages according to section 9. Costs that arise in the course of the subsequent performance due to the fact that the goods have been transferred to a location that deviates from the agreed place of performance are only borne by us in case of a respective agreement.

8. Delivery Dates
Delivery dates, , are only approximates and non-binding, unless expressly agreed upon. Delays resulting from force majeure, scarcity of raw materials, machine failure, fire, breakdown of plant and production equipment, power failure, industrial action or other hindrances of a similar nature shall release us from the observance of binding agreed-upon delivery dates. Failure to observe contractual delivery terms and dates shall give the purchaser the right to revoke the contract, however, only after a reasonable grace period, in which the contract has still not been fulfilled by both parties.

9. Liability
Our liability for damages and costs for ordinary negligence is, in particular on the basis of a breach of contract or tort, excluded unless we have breached a fundamental duty, i.e. a duty which enables the proper carrying out of the contract and on which the purchaser can reasonably rely. In the latter case, our liability is limited to damages that are typical of the contract and that could have been foreseen by us based on the circumstances known to us at the time of the conclusion of the contract. We are, however, fully liable for willful intent, gross negligence, for the lack of a guaranteed quality, personal damages or on the basis of the Product Liability Act.

10. Statute of limitations
The statute of limitations for claims of the purchaser based on a defect of the goods is one year. This also applies to claims for damages of the purchaser that are not based on a defect. These limitations do not apply to claims for damages based on willful intent, gross negligence or personal damages.

11. Place of Performance and Jurisdiction
11.1

The place of jurisdiction shall be Vaduz and the place of performance and payment shall be Schaan, both located in the Principality of Liechtenstein. The parties agree to apply the current law of the Principality of Liechtenstein.
11.2
Should any stipulation of this contract be or become invalid, all the other stipulations shall remain in force. Modifiable law will come into force where a stipulation has become ineffective. This also applies in the event of an omission.

Version: April 2016