General Terms and Conditions for Consumables and Implants

1.1 Our GT&Cs are directed exclusively at businesses operating pursuant to Polish law - hereinafter referred to as "Customer(s)". Consumers, as defined under Polish law, are excluded from ordering goods under this Agreement and do not qualify as Customers.

1.2 Our GT&Cs exclusively shall be valid; we do not recognise Customer terms and conditions which contradict or or deviate from our GT&Cs unless we have expressly agreed their validity in writing, such agreement to incorporate the relevant terms into this Agreement. Our GT&Cs shall also apply when we make delivery without stating further conditions to the Customer.

1.3 Our GT&Cs - as amended from time to time - shall also apply to all future transactions regarding Consumables and Implants products with the Customer.

1.4 The scope of the delivery shall be determined by the written declarations made by both parties or placed by the Customer via our website (www.dentsplysirona.com) or by e-mail and confirmed by us explicitly by e-mail. If a contract has been concluded without such declarations having been made by both parties, either our written order confirmation or, if no such confirmation has been made, the written order of the Customer shall govern.

1.5 We shall retain the absolute rights to property and absolute copyright exploitation rights, including but not limited to the cost estimates, illustrations, calculations, drawings, files and other documents; they shall be secured against unauthorised access by third parties by means of appropriate confidentiality measures and may only be made accessible to third parties with our prior written consent. Drawings and other documents pertaining to orders shall be returned without delay upon request if no order is placed with us. Sentences 1 and 2 shall apply accordingly to documents of the Customer, these may, however, be made accessible by us to such third parties to whom we have permissibly transferred deliveries.

1.6 Protective devices shall be supplied to the extent required by the laws of Poland or as expressly agreed upon with the Customer.

1.7 Amendments and supplements to any agreements, including this written form requirement, must be made in writing, i.e. in text form (e.g. letter, e-mail, fax), in order to be effective.

2.1 Unless otherwise agreed, prices are quoted in PLN or EUR carriage paid for according to price list; in any case, however, with the restrictions resulting from the following clause.

2.2 Costs for any transport insurance according to clause 4.2 are not included in the prices.

2.3 Payment of all positions included in the invoice is due as stated in distribution contract or preagreed with the customer. If the Customer is in default of payment, we shall be entitled to claim default interest in the amount of nine (9) percentage points above the respective base interest rate. Furthermore, we shall be entitled to a lump sum of PLN 170.00 in the event of default. If we are able to prove higher damages caused by default, we shall be entitled to claim such damages.

2.4 As soon as we become aware of the risk of the Customer's lack of ability to pay (e.g. non-compliance with the terms of payment), we shall be entitled to deliver the goods only against advance payment or the provision of security. This shall be without prejudice to our right to withdraw from individual purchase contracts already concluded if and insofar as the Customer - insofar as applicable - fails to make the advance payment or provide security within a reasonable grace period. We are entitled to prohibit the resale of the delivery goods that were delivered under retention of title as well as to retrieve them immediately at the expense of the Customer if we have withdrawn from the contract.

2.5 The Customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been recognised by us. This does not apply to counterclaims of the Customer arising from the same purchase contract. The Customer may only assert a right of retention if it is based on the same contractual relationship.

2.6 The Customer is not entitled to assign its claims against us arising from the delivery relationship without our consent, unless expressly agreed in writing between the parties.

3.1 The essential characteristics of the offered delivery goods result from the product descriptions. We only assume a guarantee for the quality if we have expressly promised this in writing.

3.2 Changes to the technical design of the ordered goods are permissible unless this results in a significant change in function or the Customer proves that the change is unreasonable for it. In particular, we reserve the right to make changes to the design, shape and colour that are based on an improvement in technology or on the requirements of the legislator, insofar as the changes are not significant or otherwise unreasonable for the Customer. Changes to the technical design of goods already ordered are also permissible insofar as this does not result in a significant change in function or the Customerr´s proves that the change is unreasonable for it.

3.3 The period of delivery shall be determined by the mutual written declarations. Clause 1.4 sentence 2 above shall apply accordingly.

3.4 Adherence to the period of delivery shall be conditional upon the receipt on time of any of the documents to be furnished by the Customer, required authorisations, releases, clarification on time and approval of plans, the adherence to agreed conditions for payment and other obligations. Where these conditions are not fulfilled within due time, the period shall be extended for the period of time that lies between the expiry of the longest contractually agreed participation deadline and the expiry of the contractually agreed period of service.

3.5 The period of delivery shall be deemed to have been observed if the consignment is handed over to the Customer. Where delay in handing over the consignment to the Customer is attributable to the Customer, the period shall be deemed to have been observed upon notification of readiness to dispatch within the agreed period.

4.1 The goods are sold Delivery Duty Paid (DDP, Incoterms 2020). The risk of accidental loss or deterioration of the item delivered shall pass to the Customer immediately upon the delivered goods being handed over to the customer.

4.2 If the Customer so requires, and at the expense of the Customer, we shall insure the consignment against loss and deterioration valid during transport from location to location and subsequent storage for up to 90 days. The Customer shall inform us in reasonable time if he wants the storage insurance to continue. We shall then have the insurance cover extended at the expense of the Customer. The Customer shall without delay inform us of any damage detected; documents required in connection with the damage shall be sent to us. Above and beyond this the Customer is obliged to take all the steps necessary to have the damage settled.

5.1 Unless agreed differently with the Customer, upon arrival of the goods, the Customer shall inspect them for defects without delay. Any claim based on warranty on the part of the Customer shall require that it notifies defects to us in writing without delay after their detection. The Customer shall give notice of such defects in writing without undue delay after receipt of the delivered goods. For hidden defects, a period of 8 calendar days shall apply from the time of discovery.

5.2 Where we are responsible for a defect in a brand-new product or in repair exchange parts supplied, we shall be entitled to supplementary performance, at our discretion, either by removing the defect or delivering of an item free of defects. Costs for dismantling defective products/parts, their transport and the assembly of non-defective items shall be borne by us. The delivery of remedied parts or of parts intended as replacement shall be made freight paid to a destination within Poland; for deliveries with a delivery address outside the aforementioned territories freight paid - at our d https://www.dentsplysirona.com/en-gb/legal/privacy-policy.htmliscretion according to the Incoterms in the version applicable on the date of delivery; clause 4 above shall apply accordingly.

5.3 In addtion to the statutory reasons for refusal we shall also be entitled to refuse supplementary performance while and so long as the Customer has not sent us, at our request, the items delivered being objected to or a sample of them; the Customer shall not be entitled to withdraw or have a right to a reduction in purchase price because of such refusal. We shall not be obliged to provide supplementary performance if interference with or alterations to the items delivered has taken place without our permission, unless the Customer proves that the defect has not been caused by such interference of alterations.

5.4 If we are not prepared or not in a position to provide supplementary performance, or if this is delayed beyond reasonable time limits for reasons for which we are responsible, or if the supplementary performance fails in any other way, the Customer shall be entitled, at its discretion, to withdraw from the contract or to reduce the purchase price. However, withdrawal is excluded if there is only an insignificant breach of duty by us.

5.5 Unless otherwise agreed hereinafter, the limitation period for claims arising from material defects shall be twelve (12) months, or longer if permitted by applicable law, and in accordance with statutory limits, calculated from the date of handover or installation at the user's premises, depending on which event occurs later.

5.6 The limitation period for claims arising from material defects does not start again after supplementary performance, rather the period that was commenced by the initial delivery continues without interruption.

5.7 Claims arising from material defects shall not apply to normal wear and tear or furthermore because of damage occurring after the passing of risk due to incorrect or careless treatment, excessive application, unsuitable operation media, inadequate storage, poor construction work, defects with regard to the supply of air and water and other influences not prescribed by the contract (incl. the assembly instructions, if applicable). We shall not be held liable for inadequate modifications or repair work by the Customer or a third party or any consequences thereof.

6.1 In the event of injury to life, limb or health attributable to us, we shall be liable in accordance with the applicable law.

6.2 For other damages the following applies:

a) For damages based on an intentional or grossly negligent breach of duty by us or one of our legal representatives or agents, we shall be liable in accordance with the statutory provisions.

b) For damages based on the breach of material contractual obligations as a result of simple negligence by us, our legal representatives or our agents, liability shall be limited to the foreseeable damage typical for the contract.

c) Claims for other damages in the event of a breach of ancillary obligations or non-material obligations by us in the event of simple negligence are excluded.

6.3 The exclusions or limitations of liability shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the delivered goods.

6.4 All claims for damages against us, irrespective of the legal grounds, shall become barred at the latest one year after delivery of the goods to the Customer; in the case of tortious liability, within one year of knowledge or grossly negligent ignorance of the circumstances giving rise to the claim and the person liable to pay compensation. This provision shall not apply to claims based on intent or gross negligence, to damages due to injury to life, body or healtht or in the case of other applicable law.

6.5 If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Customer of this without delay and at the same time inform the Customer of the new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part without the Customer being able to demand compensation from us; we shall immediately refund any consideration already paid by the Customer. A case of non-availability of performance in this sense shall be deemed to exist in particular in case of a non-timely self-delivery by our sub-supplier for which neither we nor our sub-supplier are responsible, operational disruptions on our side or on our sub-supplier's side, official orders, mobilisation, war, devaluation of the currency, blockade, insurrection, strikes, lockouts, pandemics or other causes or events which cause a restriction or cessation of our operations. Our rights as well as those of the Customer, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance/unavailability), shall remain unaffected.

It is intended that the item delivered shall remain only in the agreed country of destination, in accordance with the offer/confirmation of order/sales contract. Where the item delivered is subsequently exported from the country of destination, the rules of Polish foreign trade law and, should the consignment include parts from the US, the relevant provisions of the United States of America shall be observed.

8.1 If we provide software together with our products, we herewith grant the Customer as well as the user authorised by it the permanent, non-exclusive and non-transferable right to use the software product in connection with the product with which it has been delivered, as long as the software remains unaltered and is used only for the purposes described in the product description.

8.2 This shall not apply in the cases in which the use of the equipment and software products sold is made dependent on the use of an activation key (dongle). In these cases the entitlement to use the software product shall be limited to the extent to which the activation key, which has to be bought again each time, makes the use of the software possible. The Customer is herewith granted only the right, limited by the activation key, non-exclusive and non-transferable, to use the software product on the product with which it is delivered, unaltered and for the purpose and extent described in the product description and in the order for the activation key.

8.3 Software and the documentation belonging to it shall not be passed on to third parties with the exception of the user authorised by the Customer. The Customer shall neither copy, decompile nor backtranslate programs nor shall he extract parts from them.

8.4 The charge for the use of the software product provided together with the product is already included in the purchase price, unless otherwise agreed. Extensions to the performance of the product by means of software is subject to separate agreements and separate remuneration.

8.5 If the Customer itself or a third party commissioned by it services the product the Customer shall, due to our rights to use the service software, first enter into a licence agreement against payment of a remuneration.

9.1 Any delivered goods shall remain our property until full payment of the relevant purchase price.

9.2 The Customer is entitled to use them for patients ("Use"). However, the Customer may neither pledge nor assign by way of security the goods subject to retention of title.

9.3 In the event of Use, the Customer hereby assigns to us all claims, including all ancillary rights, which arise for the Customer as a result of such Use. This shall apply irrespective of whether the Customer sells the reserved goods unprocessed, processed or processed or together with other goods. If the goods are used together with goods that do not belong to us, the assignment shall only apply to the value of the goods subject to retention of title. The value shall be calculated according to our sales prices or according to the price of the delivered goods in the invoice of the Customer.

9.4 Processing of the goods subject to retention of title shall always be carried out for us as manufacturer, but without any obligation on our part.

9.5 As long as the Customer duly meets its payment obligations, we shall not assert the claim ourselves.

9.6 At our request, the Customer shall inform us of the debtors of the assigned claims and notify them of the assignment. This shall not affect our right to notify the third party debtors of the assignment ourselves. The Customer is prohibited from assigning the claim against the third-party debtor to third parties or from agreeing a prohibition of assignment with the third-party debtor.

9.7 The Customer is obliged to inform us immediately and as quickly as possible of any seizure or any other impairment of our security rights by third parties.

9.8 The Customer is obliged to provide us with all documents necessary to protect our rights and to reimburse us for the costs incurred by a necessary intervention.

9.9 We undertake to release the existing securities at our discretion to the extent that their value exceeds the claims to be secured by more than ten (10) %.

10.1 Please note our current processing policy. These can be found in the merchant area under "Downloads" and on the returns platform.

10.2 Returns for credit note according to the price list on the day when the purchase order was placed.

We refer to our data protection regulations available at https://www.dentsplysirona.com/en-gb/legal/privacy-policy.html.

12.1 Should individual provisions of these GT&Cs be or become legally invalid or should these GT&Cs contain a gap, this shall not affect the validity of the remaining parts of the GT&Cs. Rather, in place of the invalid or missing provision, such legally valid provision shall be deemed to have been agreed as we would have agreed with the Customer in accordance with the commercial purpose pursued if the parties had considered this point.

12.2 The place of jurisdiction for all disputes between ourselves and the Customer arising from or in connection with the contracts for delivery and their conclusion shall be our place of businessinsofar as the Customer is a merchant, a legal entity under public law or a special fund under public law or the Customer does not have a general place of business in Poland. We shall, however, also be entitled to bring an action against the Customer in its place of jurisdiction.

12.3 The relations between ourselves and the Customer shall be governed solely by Poland, however excluding the application of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and other comparable international rules and regulations and regulations and the relevant reference provisions of Polish private international law.