Terms of Use

Introduction

1.1    These D2D Place General Terms of Use ("GTU") of use apply from 19.02.2021 and contain the basic rules for using the Platform (as defined below) and its services (collectively the "Services").
1.2    Under the name D2D Place, Henry Schein Services GmbH, Monzastrasse 2a, 63225 Langen, Germany ("HS") operates a specialized online platform ("Platform") with the limited purpose to connect Users to Sellers (both as defined below) for the purchase and sale of pre-owned and/or used medical equipment (collectively "Pre-owned equipment"). 
1.3    These GTU and the Services are solely directed at dental professional entrepreneurs (Sec. 14 German Commercial Code) having full legal capacity and, if individuals, are of legal age (i.e. being at least 18 years old) (each an "Entrepreneur"). For clarification, neither the Platform nor the Services nor these GTU are directed at or shall be used by any consumer (Verbraucher) in the meaning of Sec. 13 German Commercial Code). 

Seller and Purchaser on the Platform

2.1    Seller on the Platform. Only legal entities being part of the Henry Schein Group (each a "Seller") are allowed to publish ads on the Platform stating the interest of selling their Pre-owned equipment via the Platform to Users. Those published ads are not offers but the invitation for any User to make an offer to purchase Pre-owned equipment directly from the Seller. 
2.2    Purchaser on the Platform. Only Entrepreneurs that use the Platform for a purpose that can be attributed to their commercial, self-employed and/or professional activity in the dentistry ("User") and adhering to the GTU may state their interest of purchasing Pre-owned equipment from a Seller via the Platform. 

Purpose of the Platform is to connect parties only

3.1    No User Accounts will be created or managed. The only purpose of the Platform is to connect Seller and User. This means, no Pre-owned equipment can be bought or sold via the Platform itself. Such sale and purchase requires a separate transaction and legal agreement between a Seller and a User outside of the Platform ("Transaction"). 
3.2    Usually, with regard to a Transaction, the respective Seller's terms and condition will apply. Also, the relevant Seller may request in its own discretion certain information from the User, for example, but not limited to, regulatory or legal requirements or Henry Schein internal policies safeguarding the business and the potential Transaction. 
3.3    Via the Platform a mutually agreed transfer of (User's / Seller's) contact details is provided. The Seller's contact details selling the respective Pre-owned equipment can be obtained by every User free of charge. 

Using the Platform

4.1    The Platform provides for certain mandatory contact fields into which an interested User can fill in its contact details (e.g. email address under which the User can be reached to discuss the sale and purchase of the relevant Pre-owned equipment with the respective Seller outside of the Platform). Those contact fields shall be filled out by the User completely and truthfully with its business information, details of which must be kept up to date at all times.
4.2    The Platform will then transfer the User's contact details to the respective Seller and with this the User agrees that the Seller reaches out to the User with regard to a potential Transaction. 
4.3    By submitting its details the User offers to conclude a user connect agreement with HS, with which it accepts the validity of the GTU and declares that it has read the privacy policy. Usually, transferring the User contact data to the Seller such user connect agreement is concluded, however there is no entitlement to any kind to conclude a user connect agreement with HS. The user connect agreement automatically ends with the transfer of the User data to the respective Seller without any requirement of termination. 

HS rights

5.1    HS is entitled to restrict or terminate the provision of the Platform and the Services in whole or in part if this is required due to capacity restrictions, or security or integrity topics or to carry out technical measures or if this serves the proper or improved provision of the Platform and the Services (maintenance).
5.2    HS is entitled to change or add to the interfaces of the Platform at any time. HS can restrict the use of certain functions of the Platform or the extent to which individual functions can be used and make it depended to the fulfillment of additional requirements, e.g. the provision of additional data, a check and verification of the User's data, the duration of use, the type of use, the previous payment history of the User and / or the submission of certain evidence.
Also, HS reserves the right to develop, include or test new or changed functions as well as features, for example, to improve the user experience, provided this is reasonable for the User while taking into account HS' legitimate interests. 
HS reserves the right – completely or temporarily – to exclude certain Pre-owned equipment from the Platform and to remove corresponding advertisements without giving reasons.
5.3    For the purpose of fulfilling the Services or the user connect agreement and exercising the rights arising from these GTU, HS may use other Henry Schein group companies. Also, HS is entitled to transfer its rights and obligations from this contractual relationship in whole or in part to a third party with a notice period of four weeks. 

Data Protection, User information and data transfer

6.1    As part of the Services, HS may have access to various information of a User, including personal information, in particular, the information a User transmits as part of stating its interest to enter into a Transaction with a Seller. 
6.2    More detailed information on the collection, processing and use of personal data in relation to the use of the Platform and the Services can be found in our Data Privacy Policy here.

Liability of HS

7.1    The ads and other content published by Sellers on the Platform do not reflect the opinion of HS and are not checked for legality, correctness and completeness by HS. 
7.2    HS does not guarantee the correctness and completeness of the information contained in the ads, nor does it guarantee the quality, safety or legality of the Pre-owned equipment offered to Users. 
7.3    HS is liable in the event of culpable injury to life, body or health or for intent and gross negligence of HS, their legal representatives, executives or vicarious agents. HS is liable if it assumed any guarantees or any other assumption of no-fault liability (Übernahme verschuldensunabhängiger Haftung), as well as for claims under the German Product Liability Act. Also, HS is liable for negligent breaches of essential contractual obligations (Kardinalpflichten) caused by HS, their representatives, executives and other vicarious agents, i.e. those obligations that the opposing contractual party regularly trusts and can rely on to be fulfilled for the proper execution of the contract, whereas, in this case HS liability is limited to the amount of what the typically foreseeable damage. Any further liability of HS is excluded.
7.4    As far as the liability of HS is excluded or limited, this also applies in favor of the personal liability of their legal representatives, executives and vicarious agents.

Indemnification, Liability of the User

The User indemnifies and holds harmless HS from any and all claims that other Users or other third parties assert against HS due to the User's violation of the law of these GTU, e.g. due to an infringement of their rights and content posted by the User or because of its use of the Platform. The User shall bear any costs of the necessary legal defense of HS including court and lawyer fees in the statutory amount. In the event of a claim by third parties, the User is obliged to provide HS with all information necessary for the examination of the claims and a defense against them, truthfully and completely.

 
Miscellaneous

9.1    HS can change these GTU at any time. HS recommends that a User always checks these GTU before inserting its contact details to the respective form on the Platform. 
9.2    These GTU shall be governed and construed by the laws of the Federal Republic of Germany, excluding CISG as well as collision clauses. 
9.3    The venue for any dispute arising from or in connection with the GTU or the Platform User Agreement is Darmstadt, Germany. 
9.4    HS is neither willing nor obliged to participate in dispute settlement procedures with consumers before a consumer arbitration board (Sec. 36 para. 1 No. 1 Act on Alternative Dispute Resolution in Consumer Matters / Verbraucherstreitbeilegungsgesetz).
9.5    Should individual provisions of these GTU be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall replace the provisions of these GTU that are not included or are ineffective. If such statutory law is not available in the respective case (loophole) or would lead to an unsustainable result, the parties will enter into negotiations to replace the non-included or ineffective provision with an effective provision that comes as close as possible economically to it.