General Terms and Conditions (B2B)
Date: 19 July 2026
1) Scope and Contracting Parties
These General Terms and Conditions (GTC) of PayFactory GmbH, Nürtinger Straße 6/4, 72555 Metzingen, trading as ‘Dentoo’ or ‘Dentoo.com’ (hereinafter referred to as the ‘Seller’), apply to all contracts, deliveries and other services provided to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
Consumers are not supplied with goods or services. By placing an order, the customer confirms that they are ordering the goods or services exclusively for their commercial or self-employed professional activities.
Any deviating, conflicting or supplementary terms and conditions of the customer shall only form part of the contract if the Seller has expressly agreed to their validity in writing.
These General Terms and Conditions shall also apply to future business relationships with the customer without the need for them to be expressly agreed upon again.
Individual agreements between the Seller and the Customer shall take precedence over these General Terms and Conditions.
2) Conclusion of the Contract
Product descriptions in the online shop, in catalogues, price lists, advertising materials or other documents do not constitute a legally binding offer, but rather a non-binding invitation to place an order.
By submitting an order, the customer makes a binding offer to enter into a contract. An automatically generated confirmation of receipt merely confirms receipt of the order and does not yet constitute acceptance.
The contract is concluded upon express confirmation of the order, a request for payment, the provision or activation of a software licence, the performance of the service or the dispatch of the goods ordered.
The seller may accept the customer’s offer within five working days.
The conclusion of the contract is subject to correct and timely supply by the seller’s own suppliers, provided that the seller has entered into a corresponding covering transaction and is not responsible for the failure to be supplied. The customer will be informed immediately of any unavailability; any payments already made will be refunded.
In the event of obvious clerical, printing, calculation or transmission errors, the seller is entitled to correct them. Statutory rights to rescind the contract remain unaffected.
3) Product descriptions and technical specifications
Product images, drawings, dimensions, weights, technical data, performance specifications and manufacturer’s details are provided for general descriptive purposes. The seller reserves the right to make deviations that are customary in the trade, technically necessary or required by the manufacturer, provided that such deviations do not materially impair the product’s suitability for the purpose specified in the contract.
Statements regarding a product’s suitability for a specific purpose are only binding if the seller has expressly confirmed such suitability in writing.
The seller is entitled to supply technically equivalent or improved products, provided this is reasonable for the customer and does not affect any expressly agreed quality characteristics.
4) Prices and Terms of Payment
All prices are net, plus the applicable statutory value added tax and, where applicable, any shipping, packaging, insurance, customs and other ancillary costs.
Unless otherwise agreed, invoices are due for payment without deduction within 7 calendar days of the invoice date.
SEPA Direct Debit: Where payment by SEPA Direct Debit has been agreed, the Seller is entitled to collect due amounts from the specified payment account using the SEPA Direct Debit mandate issued by the Customer.
The parties agree that the period for advance notice of a direct debit shall be reduced to three calendar days prior to the respective due date for both the SEPA Core Direct Debit and the SEPA Business-to-Business (B2B) Direct Debit. Advance notice may be given, in particular, by email, with the invoice, via a payment schedule or in any other agreed written form, and must specify at least the amount to be collected and the scheduled due date or debit date.
The customer must ensure that the specified payment account has sufficient funds on the due date. In the case of a SEPA Business-to-Business Direct Debit, the collection also requires a valid B2B mandate and the necessary confirmation or filing with the customer’s account-holding bank. The revocation or termination of a direct debit mandate does not affect the due date or validity of any claims that have already arisen; these must be settled by another payment method where applicable.
The seller may make the supply of goods and services conditional upon full or partial advance payment.
Payments shall only be deemed to have been made once the amount due has been credited to the seller’s account definitively and unconditionally.
In the event of late payment, the seller is entitled to charge interest on arrears at a rate of 9 percentage points above the applicable base rate (Section 288(2) of the German Civil Code (BGB)) and, where the statutory conditions are met, a flat-rate late payment fee of €40. The seller reserves the right to claim further damages.
If bank charges, payment service provider charges or processing fees arise as a result of a chargeback for which the customer is responsible, the customer must reimburse these.
The seller is entitled to apply payments first towards costs, then towards interest and finally towards the oldest outstanding principal claim, provided that no mandatory statutory provisions preclude this.
If, after the conclusion of the contract, circumstances come to light which give rise to reasonable doubts as to the customer’s solvency or creditworthiness, the seller may make any outstanding deliveries and services conditional upon advance payment or suitable security.
5) Price changes
In the case of deliveries or services which, as agreed, are to be provided more than four months after the conclusion of the contract, the seller is entitled to pass on to the customer, on a reasonable basis, any increases in manufacturers’ costs, purchase costs, material costs, energy costs, transport costs, raw material costs, customs duties, levies or exchange rates that have occurred since the conclusion of the contract and for which the seller is not responsible.
If the price increase exceeds 20 per cent of the agreed net price, the customer is entitled to withdraw from the contract within 7 calendar days of being notified of the price increase, in respect of the service affected by the increase and not yet provided.
In the case of software, update, support, maintenance, hire and subscription contracts, the terms and conditions valid at the time of renewal shall apply to future contract periods. Significant price changes will be notified before the start of the next contract period.
6) Delivery, dispatch and transfer of risk
Stated delivery and service times are non-binding unless they have been expressly agreed as binding.
The commencement of agreed delivery periods is subject to all information, documents, approvals, cooperation and agreed payments to be provided by the customer being available in good time.
Partial deliveries and partial performance are permitted, provided they are reasonable for the customer. They may be invoiced separately.
The risk of accidental loss and accidental deterioration shall pass to the customer upon handover of the goods to the forwarding agent, carrier or any other third party commissioned with the dispatch. This shall also apply if the seller bears the dispatch costs or organises the dispatch.
If dispatch or handover is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon notification that the goods are ready for dispatch or that the service is ready to be provided.
Any visible transport damage must be documented with the transport service provider upon handover and reported to the seller without delay.
7) Default of acceptance and storage costs
If the customer is in default of acceptance or breaches any other obligations to cooperate, the seller is entitled to claim compensation for any additional expenses and damages incurred as a result.
For goods in storage, the seller may charge storage costs amounting to 0.25% of the net value of the goods per week or part thereof from the date on which the delay in acceptance commences. The customer is entitled to prove that no storage costs, or significantly lower costs, were incurred. The seller reserves the right to prove that the actual costs were higher.
In addition, subject to proof of greater loss, the seller may claim lump-sum damages:
- 20% of the net value of the goods for standard and mass-produced goods,
- up to 100% for bespoke goods or goods that can be proven to be unsuitable for other uses.
The customer is expressly entitled to prove that no damage, or significantly less damage, has been incurred.
8) Retention of title
The goods shall remain the property of the seller until all present and future claims arising from the business relationship have been settled in full.
The customer is obliged to treat the goods subject to retention of title with due care and, insofar as is customary and reasonable, to insure them adequately against loss, theft, fire, water damage and other damage.
The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. Pledging and transfer of ownership by way of security are not permitted.
The customer hereby assigns to the seller, in advance, the claims arising from the resale in the amount of the respective final invoice amount. The seller accepts the assignment. The customer remains authorised to collect the claims until further notice.
Any processing or transformation of the goods shall be carried out on behalf of the seller. In the event of processing, combination or mixing, the seller shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other processed items.
If the realisable value of the security exceeds the secured claims by more than 10 per cent, the seller shall, at the customer’s request, release security of its own choosing.
9) Inspection, duty to give notice of defects and notification of defects
If the purchase constitutes a commercial transaction for both contracting parties, the obligations to inspect and give notice of defects set out in Section 377 of the German Commercial Code (HGB) shall apply.
The customer must inspect the goods immediately upon delivery for completeness, correct identity, any visible transport damage and other visible defects, and must notify the seller of any defects found without delay in writing.
Hidden defects must be reported immediately upon their discovery.
The notice of defects should describe the defect as precisely as possible and, where possible, include photographs, videos, test reports, serial numbers and any other information required for verification.
If the customer fails to carry out the proper inspection or to report defects, the goods shall be deemed to have been accepted in accordance with Section 377 of the German Commercial Code (HGB).
10) Warranty and rights in respect of defects
In the event of justified defects, the seller shall, at its discretion, first provide subsequent performance by rectifying the defect or supplying a replacement.
The customer must grant the seller the necessary time and opportunity for inspection and subsequent performance. The goods subject to the complaint must be made available for inspection or returned upon request.
If the supplementary performance fails, is unreasonable or is definitively refused, the Customer may, in accordance with the statutory requirements, claim a reduction in price or withdraw from the contract.
The warranty period is 12 months from the transfer of risk.
This reduction in the warranty period shall not apply in cases of wilful misconduct, fraudulent concealment of a defect, an expressly assumed guarantee, claims arising from injury to life, limb or health, or in any other cases where a reduction is prohibited by law.
Claims for defects shall not apply, in particular, to damage or malfunctions resulting from improper operation, failure to observe operating, maintenance or safety instructions, unsuitable operating or environmental conditions, normal wear and tear, unauthorised consumables or accessories, unauthorised modifications or repairs, faults in third-party software or hardware, failure to back up data, or external influences for which the seller is not responsible.
Manufacturer’s warranties apply exclusively in accordance with the manufacturer’s respective warranty terms and conditions. A manufacturer’s warranty does not constitute an additional warranty on the part of the seller, unless such a warranty has been expressly provided.
11) Liability
The seller shall be liable without limitation in cases of wilful misconduct and gross negligence, in the event of culpable injury to life, limb or health, under the Product Liability Act, where an express guarantee has been given, and in other cases of mandatory statutory liability.
In the event of a breach of a material contractual obligation due to slight negligence, liability is limited to the damage typical of the contract and foreseeable at the time the contract was concluded. Material contractual obligations are those whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may reasonably rely.
Otherwise, liability for slight negligence is excluded.
To the extent permitted by law, the seller shall not be liable for indirect damage, consequential damage, loss of profit, loss of production, business interruption or loss of data, provided that these were not caused intentionally or through gross negligence.
In the event of data loss, liability is limited to the cost that would have been required for recovery had data backups been carried out properly, regularly and in a manner appropriate to the risk.
Where the Seller’s liability is excluded or limited, this shall also apply in favour of its legal representatives, employees and vicarious agents.
12) Returns as a gesture of goodwill and restocking fee
As contracts are concluded exclusively with businesses, there is no statutory right of withdrawal.
The return of goods free from defects shall be accepted solely as a gesture of goodwill and only with the seller’s prior written consent. There is no entitlement to a return.
Returns must be notified in advance. The seller may specify a return number or an RMA document. Unannounced returns or those sent carriage forward may be rejected.
A voluntary return is subject to the condition that the goods are returned unused, complete, undamaged, in a saleable condition and in their undamaged original packaging.
Where a return is authorised, a restocking and processing fee amounting to 20 per cent of the net value of the goods will be charged. The customer is entitled to provide evidence that no costs were incurred, or that the costs incurred were significantly lower.
The following are specifically excluded from voluntary returns:
- Goods procured or manufactured to customer specifications and special orders,
- software, software licences, licence keys and digital content,
- products that have already been activated, registered, personalised or linked to a serial number,
- opened sterile or hygiene-sensitive products,
- opened consumables, plastics, resins and chemicals,
- discontinued items and products with damaged original packaging or missing accessories.
The customer shall bear the costs and risk of the return, unless it is due to a defect for which the seller is responsible.
13) Set-off, right of retention and assignment
Set-off is only permitted against claims that are undisputed, have been legally established or arise from the same contractual relationship.
A right of retention may only be exercised insofar as the counter-claim is based on the same contractual relationship.
The assignment of the customer’s claims against the seller requires prior consent in writing. Section 354a of the German Commercial Code (HGB) remains unaffected.
14) Software, Licences and Digital Content
In the case of software, software modules, licence keys, dongles, cloud services, downloads and other digital content, the customer does not acquire ownership of the software, but solely the rights of use granted contractually or by the manufacturer.
The scope, duration, number of users, device or location restrictions, transferability and other terms of use are set out in the offer, the product description and the licence terms of the respective manufacturer.
By installing, activating or using the software, the customer accepts the manufacturer’s end-user, licence and terms of use made available to them. This applies in particular to exocad and comparable third-party software.
It is the customer’s own responsibility to check, prior to placing an order, whether the hardware, operating system, network and other system environment meet the technical requirements.
The provision or activation of a licence may be made conditional upon full payment. Licence keys and digital authorisations are deemed to have been delivered upon transmission or provision.
Licences that have been activated, registered, transmitted or generated specifically for the customer cannot, as a general rule, be returned, cancelled or credited.
Where the manufacturer permits a licence transfer or re-registration, this may be subject to the manufacturer’s consent, full payment and any applicable manufacturer’s and processing fees.
The loss or damage of a licence dongle must be reported immediately. Costs for replacement, deactivation, transfer, reactivation or reissue shall be borne by the customer, provided that the seller is not responsible for the loss or damage.
The seller shall not be liable for changes, functional limitations, product discontinuations, licence servers, cloud services or system failures on the part of the manufacturer, provided that the seller is not at fault for these.
The customer is obliged to carry out a complete and verifiable data backup prior to any installations, updates, maintenance work or support interventions.
15) Update, Support, Maintenance and Software Licence Agreements
Where an update or maintenance contract is included in the scope of supply of software, where such a contract is agreed separately, or where software is provided under a hire or subscription contract, the following provisions shall apply in addition.
The contract shall commence on the date specified in the quotation, the order confirmation or the manufacturer’s specifications, or alternatively upon activation of the software, and shall have an initial term of 12 months, unless otherwise agreed.
Upon expiry of the initial term, the contract shall be automatically renewed for further periods of 12 months each, unless it is terminated in writing by either party at least one month before the expiry of the respective term. The date of receipt of the notice of termination shall be decisive.
The fee for renewal periods is based on the terms and conditions valid at the time of renewal. Any material changes will be notified before the start of the renewal period.
An update or maintenance contract covers the updates and version releases published by the manufacturer for the licensed configuration during the relevant period. There is no entitlement to specific functional enhancements, modules or a specific version release.
In the case of purchase licences, the permanent right of use to the most recently lawfully provided software version remains unaffected by the termination of the update or maintenance contract, unless the manufacturer’s terms and conditions stipulate otherwise. There is no entitlement to further updates after the contract has ended.
In the case of software rental, flex or subscription contracts, the right of use is limited to the term of the contract. Upon termination, the right of use ceases; the customer must cease use and return any dongles, hardware or other items provided without delay.
If the required return is not made within the specified time limit, the seller may charge the agreed replacement, deactivation, licence or administration fee. Further claims remain unaffected.
Subsequent reactivation of terminated or expired contracts may be subject to the manufacturer’s consent, as well as to reactivation, update, additional billing and administration fees.
In the event of termination, there is no entitlement to a pro rata or full refund of payments already made for the current contract period.
16) Serial numbers, activation and returns
Machines, devices, software and digital services may be linked to a serial number, dongle, account or licence.
Activation or commissioning documents the provision and commencement of operation, but does not replace the customer’s statutory rights in respect of defects.
In the event of an approved return or termination of the contract, the seller or manufacturer may block or deactivate serial numbers, licences or access rights to the extent necessary for the reversal of the transaction or the termination of the right of use.
17) Installation, service, maintenance, consultancy and training
Installation, set-up, service, maintenance, consultancy, training and support services are only to be provided if they have been expressly commissioned.
The customer must ensure that all necessary technical and organisational requirements are in place in good time. These include, in particular, suitable hardware and operating systems, functioning network and internet connections, the necessary administrator rights and access, manufacturer accounts and licence information, the necessary power, water, compressed air and extraction connections, up-to-date data backups, and the presence of suitable contact persons.
Should additional costs arise due to a lack of cooperation, inaccurate information, unsuitable infrastructure or waiting times for which the seller is not responsible, these may be charged at the agreed or standard hourly rate.
Services are provided to the best of our knowledge and in accordance with the state of the art at the time of service provision. No specific economic, medical, dental or technical outcome is guaranteed, unless expressly agreed.
Training and consultancy do not replace the professional testing, validation, documentation or approval of workflows by the customer.
Unless a specific response or recovery time has been expressly agreed, the seller is under no obligation to provide a guaranteed response time or uninterrupted availability.
18) Remote maintenance and data protection during support
Remote maintenance access shall only be granted with the customer’s consent. The customer must ensure that access is restricted to the systems required for the service and that unauthorised access to personal data or specially protected data is prevented.
The Customer is responsible for ensuring that any access complies with data protection legislation and for the protection of personal data within its area of responsibility. Where processing of data on behalf of the Customer is required, the parties shall enter into a separate agreement prior to the commencement of such processing.
Prior to any remote maintenance or on-site visit, the customer shall close, lock or, where possible, anonymise sensitive data and create an up-to-date data backup.
19) Medical devices, materials and intended use
The customer is obliged to use medical devices, materials, machinery, software and accessories exclusively in accordance with the intended purpose specified by the manufacturer, the instructions for use and the approved process parameters.
The customer is responsible for compliance with the statutory, regulatory, hygiene, quality assurance and documentation requirements applicable at their premises.
Any combinations of different devices, materials, software products or process steps carried out by the customer are at the customer’s own risk, unless such combinations have been expressly approved by the relevant manufacturer or the seller.
Recommendations, example parameters and empirical values do not relieve the customer of their own testing, validation, monitoring and documentation obligations.
In particular, the customer remains responsible for medical, dental, regulatory and patient-related decisions.
20) Force majeure
The seller shall not be liable for delays or the impossibility of performance insofar as these are due to events beyond its reasonable control.
These include, in particular, natural disasters, fire, floods, pandemics, epidemics, war, terrorism, civil unrest, strikes, lockouts, shortages of energy or raw materials, transport disruptions, cyber-attacks, failures of communication or IT systems, official measures, export or import restrictions, and late or incorrect supply to the seller despite a valid order.
Delivery and performance deadlines shall be extended by the duration of the hindrance plus a reasonable restart period.
If the hindrance persists for more than three months, either party may withdraw from the contract in respect of the part not yet fulfilled. Services already rendered shall be invoiced.
21) Export controls, customs and embargoes
Deliveries and services are subject to the proviso that their fulfilment is not prevented by any national or international export control regulations, embargoes, sanctions or other legal restrictions.
The customer undertakes not to export, transfer or use the products, software, technologies and technical information supplied in breach of applicable export control or sanctions regulations.
Upon request, the customer must provide the seller with the information required for export control checks regarding the end recipient, country of destination and intended use.
If a delivery is prohibited under mandatory export control regulations or if a necessary licence is not granted, the Seller shall be entitled to refuse performance or to withdraw from the contract.
The customer shall be responsible for import duties, customs duties, licences and local regulations in the country of destination, unless otherwise agreed.
22) Confidentiality and Rights to Documents
Both parties undertake to keep confidential any commercial, technical and operational information that comes to their knowledge in connection with the business relationship, even after the contract has ended.
This obligation shall not apply to information which is demonstrably in the public domain, which becomes known without any breach of duty, or which must be disclosed due to a statutory, judicial or regulatory obligation.
The Seller retains all copyright, ownership and other intellectual property rights in quotations, calculations, drawings, concepts, documentation, configurations and training materials.
The customer may only use these documents for the purpose specified in the contract. Any further disclosure, publication, reproduction or modification requires prior consent, unless it is necessary for the use in accordance with the contract.
The rights of third parties, in particular the rights of the respective manufacturers, remain unaffected.
23) Data Protection
The Seller processes the personal data of the Customer and their contacts for the purpose of establishing, carrying out and managing the business relationship, as well as for the fulfilment of legal obligations.
Further information on the processing of personal data can be found in the current privacy policy on Dentoo.com.
24) Place of performance, governing law, place of jurisdiction and final provisions
The place of performance for all deliveries, services and payments arising from the business relationship is the registered office of PayFactory GmbH in Metzingen, insofar as permitted by law.
All legal relationships between the seller and the customer shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
If the customer is a trader, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of PayFactory GmbH. However, the seller is also entitled to bring proceedings against the customer at the customer’s general place of jurisdiction.
Legally relevant declarations and notifications by the customer, in particular notices of termination, declarations of withdrawal, setting of deadlines and notices of defects, must be made in writing as a minimum, unless a stricter form is prescribed by law.
Should any individual provisions of these General Terms and Conditions be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the relevant statutory provisions.
These General Terms and Conditions are provided in several languages. The German version shall be the sole authoritative version; translations are provided for information purposes only. In the event of any discrepancies or questions of interpretation, the German version shall prevail.
PayFactory GmbH – Dentoo.com
Nuertinger Straße 6/4
72555 Metzingen
Germany
Managing Director: Florian Schulz
Register court: Stuttgart Local Court
Commercial Register: HRB 748725
VAT No.: DE295529056