Terms & Conditions
1. General provisions
1.1 The following General Terms and Conditions (hereinafter: "T&C") apply to the order, sale and delivery of ordered products (hereinafter: "Order") by Deutschland Holistic GmbH (hereinafter: "Deutschland Holistic") to the Purchaser (hereinafter: "Customer"). Germany Holistic and Client are hereinafter referred to individually as the "Party" or collectively as the "Parties".
1.2 These Terms and Conditions of Deutschland Holistic shall apply exclusively. Deviating agreements, in particular contradictory or supplementary terms and conditions of the customer, shall only become part of the contract if Deutschland Holistic has expressly agreed to them in writing.
1.3 Amendments and/or additions to the contract must be made in writing in order to be legally effective. This also applies to the waiver of the written form requirement itself. There are no oral ancillary agreements.
1.4 The General Terms and Conditions shall always apply in the version valid at the time of conclusion of the contract. These T&Cs also apply to future orders, even if they have not been expressly agreed upon again.
1.5 Deutschland Holistic expressly reserves the right to amend and/or adapt these T&Cs for future orders. This will not affect previous orders.
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2. Registration with Deutschland Holistic, scope of services
2.1 An order with Deutschland Holistic requires prior registration as a customer with Deutschland Holistic. In order to successfully register, a pharmacist must transmit the following data to Deutschland Holistic in an appropriate manner (e.g. fax, e-mail):
(i) the name of the holder,
(ii) the name and address of the pharmacy, if applicable,
(iii) billing data, if applicable,
(iv) the pharmacy operating licence within the meaning of § 2 of the Pharmacy Act, and
(v) the decision of the Federal Institute for Drugs and Medical Devices on the handling of narcotics or medical cannabis products, including the BtM number (so-called assignment letter). For customers who are not pharmacists, the provision of other information and the submission of further documents (e.g. wholesale license, MedCanG permit) may be required.
After successful verification of the documents, the customer receives a Deutschland Holistic customer number, which can be used to place orders.
2.2 Deutschland Holistic will use the customer's telephone and fax number to provide the customer with important information (e.g. availability of goods, delivery options).
2.3 Deutschland Holistic may use the customer's e-mail address provided during registration to send the customer information about offers (e.g. about special offers).
2.4 The use of the contact details for the purposes specified in sections 2.2 and 2.3 can be objected to at any time by a simple declaration to Deutschland Holistic. Further information can be found in the privacy policy under https://Deutschland Holistic.com/datenschutzerklarung/.
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3. Order, prices and minimum order quantity
3.1 The offer of Deutschland Holistic is subject to change and represents a legally non-binding invitation to submit an offer on the part of the customer (so-called Invitatio ad offerendum).
3.2 The customer orders in writing via the Deutschland Holistic order form (e.g. by letter, fax or e-mail) or verbally (e.g. by telephone) stating the (i) Deutschland Holistic customer number, (ii) the desired products and (iii) the desired quantity. Orders are considered accepted by Deutschland Holistic if they have been confirmed in writing in the form of an order confirmation or by delivery of the products including invoicing.
3.3 Unless otherwise agreed in writing, the prices shall apply in accordance with the price list valid at the time of ordering. The prices shown are net prices without the additional statutory value added tax.
3.4 Verbal price agreements shall only be deemed to have been accepted by Deutschland Holistic if they have been confirmed by an order confirmation or delivery of the products including an invoice.
3.5 There is no minimum order quantity.
3.6 There is no minimum order quantity for ordering medical devices. Medical devices can be ordered in commercially available quantities.
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4. Delivery
4.1 We will endeavour to deliver orders placed before 12 noon on working days – subject to availability – usually within the next 24 hours, but no later than the following working day. Information on the delivery time is always non-binding. Binding delivery at a specific time is not guaranteed, unless otherwise agreed in writing. For new customers, there may be delays in initial orders due to the necessary qualification.
4.2 The delivery of our products within Germany is free of charge for the customer from an order quantity of at least 50g. For orders under 50g, additional shipping costs of €25.00 net will be incurred.
4.3 In the event of undeliverability of the delivery, the customer may be charged the costs incurred as a result.
4.4 Shipping is uninsured, but can be insured by the customer through transport insurance to be taken out by the customer.
4.5 The choice of shipping method and packaging is made at the discretion of Deutschland Holistic. If the customer requests a specific shipping method or packaging, the customer will be charged additional costs.
4.6 Delivery is made "ex works" (the warehouse from which the delivery is made) at the risk of the customer. With the handover of the products to the third party commissioned with the shipment (e.g. freight forwarder, carrier), the risk of accidental loss passes to the customer. Place of performance is the place from which the delivery is made.
4.7 Deutschland Holistic is entitled to make partial deliveries, provided that this does not result in any disproportionate additional effort or costs for the Customer and that the partial delivery can be used by the Customer in accordance with the contractual purpose.
4.8 Deutschland Holistic may refuse delivery in whole or in part as long as the Customer has not yet paid for the Products or is in arrears with payments from previous orders.
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5. Terms of Payment, Offsetting and Prohibition of Assignment
5.1 Billing is on an invoice basis.
5.2 The customer must check each invoice for correctness and completeness. Objections must be made in writing to Deutschland Holistic within thirty (30) days at the latest.
5.3 Unless otherwise agreed in writing, the customer must pay the amount stated on the invoice, stating the reference number and the Deutschland Holistic customer number, within ten (10) days. The date of crediting to Deutschland Holistic's account in relation to the date of the invoice is decisive for timeliness.
5.4 If the Client is in default with payment, interest shall be payable on the outstanding amounts at the rate of nine (9) % p.a. above the base interest rate from the date of maturity. The assertion of further damages for delay remains unaffected.
5.5 For the payment of outstanding receivables, the Customer may set up a SEPA corporate mandate with Deutschland Holistic with a lead time of fourteen (14) days. The customer must ensure that the deposited account has sufficient funds. If direct debit is not possible due to a circumstance for which the customer is responsible (e.g. insufficient account funds) or if a repayment is necessary due to a circumstance for which the customer is responsible, the customer is liable for the costs incurred by Deutschland Holistic as a result. The deadline for SEPA pre-notification is two to four (2-4) working days. Unless otherwise agreed in writing, the collection will generally take place within fourteen (14) days from the date of the invoice.
5.6 The exercise of the right of retention and/or the set-off against counterclaims of the customer is limited to undisputed or legally established claims. The customer's rights to defects remain unaffected.
5.7 An assignment of the contractual rights by the customer to third parties is only permissible with the prior express written consent of Deutschland Holistic. In all other respects, the customer is not authorized to assign. The provision of Section 354a of the German Commercial Code remains unaffected.
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6. Retention of title
6.1 All products delivered by Deutschland Holistic to the customer remain the property of Deutschland Holistic until the purchase price has been paid in full ("retention of title").
6.2 The customer is entitled to sell and/or process the products subject to retention of title in the ordinary course of business in accordance with the following provisions.
6.3 The Customer undertakes to treat all products subject to retention of title with care and in accordance with the packaging insert and Good Distribution Practice. The customer is also obliged to adequately protect and insure the products subject to retention of title against all usual risks of damage (e.g. water, fire, theft). In the event of damage, the customer already assigns all current and future claims from the insurance in the amount of the proportionate amount (plus VAT) to Deutschland Holistic, which accepts this offer for assignment of claims.
6.4 In order to secure the claim of Deutschland Holistic, the customer hereby assigns all present and future claims from the sale of the products subject to retention of title to Deutschland Holistic, which accepts this offer for assignment of claims. In the case of a joint sale with other items, the assignment of claims is limited to the pro rata amount attributable to Deutschland Holistic (plus VAT).
6.5 Should the Client be in default of payment or if there are justified doubts as to the solvency or creditworthiness of the Client, Deutschland Holistic shall be entitled to collect the claims assigned in accordance with Clause 6.4. If the products subject to retention of title have not yet been resold, processed, mixed or mixed, the customer must return the products to Deutschland Holistic for security purposes upon simple request.
6.6 Should the security exceed ten (10) % of the claim to be secured in an individual case, Deutschland Holistic agrees to release all collateral provided at the written request of the Client.
6.7 The customer may process the products subject to retention of title in the name and on behalf of Deutschland Holistic as the manufacturer. Deutschland Holistic thus becomes the direct owner of the new item created by the processing. If the customer processes, mixes or mixes the products subject to retention of title with his own property or the property of third parties, Deutschland Holistic acquires co-ownership of the item created by processing, mixing or mixing in proportion to the value of the claim to be secured. If, in the processing, mixing or blending, an item other than the products subject to retention of title is to be regarded as the main thing, the customer transfers ownership to Deutschland Holistic on a pro rata basis.
6.8 The customer is not entitled to pledge the products subject to retention of title or to transfer them to a third party as security. The customer must inform Deutschland Holistic immediately if the products subject to retention of title are nevertheless seized or otherwise covered by third-party rights.
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7. Returns
7.1 Subject to the regulations for defective products made in Clause 8, Deutschland Holistic may take back the products delivered to the customer in compliance with the following regulations.
7.2 Deutschland Holistic may, at its sole discretion, take back remaining stock of opened products at the request of the customer in exchange for a discount for the next order.
7.3 Unless otherwise agreed, returns are excluded for (i) third-party products and (ii) damaged products. Furthermore, Deutschland Holistic reserves the right to refuse a return if the (iii) products have expired or (iv) have a remaining shelf life of less than four (4) months. If the customer returns products that are excluded from the return, they will be returned to the customer at the customer's expense.
7.4 In order to ensure secure and legally compliant returns processing, the customer must notify Deutschland Holistic of each return in advance (e.g. by telephone, email or fax) and have it approved. After approval of the return by Deutschland Holistic, the customer receives a return slip or the option of printing one. The date for the collection of the return will be communicated to the customer by Deutschland Holistic.
7.5 In the case of narcotics and products covered by the MedCanG, a return is only possible if the customer confirms on the return slip that the product (i) was purchased from Deutschland Holistic or its wholesale partners, (ii) has been properly stored and handled since delivery and (iii) has not left the customer's area of responsibility. In addition, the customer must enclose a completed BtM dispensing receipt with the return.
7.6 The customer must (i) pack the return properly at his own expense and (ii) enclose the return note, (iii) a copy of the delivery note, (iv) comply with the delivery receipt procedure (in the case of narcotics returns) (v) and use a transport company certified by Deutschland Holistic or a transport organized by Deutschland Holistic (vi) to the address specified on the return form. The risk for transport is borne by the customer.
7.7 Unless otherwise agreed in writing with Deutschland Holistic, a processing fee will be charged for each return due to the special expense. This results from the currently valid price list. Unless otherwise agreed in writing, this processing fee will be deducted from the credit note to be refunded at the discretion of Deutschland Holistic or offset against subsequent orders.
7.8 The processing fee for the return shall be waived if, in consultation with Deutschland Holistic, a product is destroyed by the customer independently by completing a destruction protocol and a copy of this destruction protocol is sent to Deutschland Holistic. Deutschland Holistic will grant the customer a discount at its own discretion for the next order.
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8. Warranty, Complaint and Notice of Defects
8.1 The warranty period for a defect in a delivered product is six (6) months from the date of delivery. This expressly does not apply to claims for damages by the customer arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by Deutschland Holistic or its vicarious agents, to which the statutory statute of limitations applies.
8.2 The customer must carefully inspect the delivered products immediately after delivery. If one or more delivered products have obvious defects or if the defect would have been recognizable after careful inspection of the delivered products, the delivered products shall be deemed to have been approved by the customer, unless the customer submits a written notice of defects to Deutschland Holistic within seven (7) working days. In the case of other defects, the delivered product shall be deemed to have been approved if the customer does not notify Deutschland Holistic in writing of the defect within seven (7) working days of becoming aware of the defect or from the time from which the customer should have become aware of the defect in normal use.
8.3 Deutschland Holistic may remedy the defects at its discretion in the form of rectification or subsequent delivery. If the remedy of the defect by Deutschland Holistic is unsuccessful despite multiple attempts that can reasonably be expected of the customer, the customer may withdraw from the contract or reduce the purchase price accordingly. For the avoidance of doubt, in the event of a reduction in the purchase price or the rescission of the contract due to the customer's withdrawal, the amount due will be refunded to the customer. If Deutschland Holistic is at fault with regard to the defect, the customer may claim damages in accordance with the provisions of Section 9.
8.4 In order to ensure secure and legally compliant processing, the customer must notify Deutschland Holistic in advance of the return of a defective product to Deutschland Holistic (e.g. by telephone, email, fax). After this, the customer will receive a return form via which the complained products can be returned at the expense of Deutschland Holistic.
8.5 A warranty is excluded if the customer changes the delivered product (e.g. by mixing, mixing, processing) without the express consent of Deutschland Holistic and this makes subsequent performance by Deutschland Holistic impossible or unreasonable.
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9. Liability
9.1 Deutschland Holistic shall be liable for all legal relationships arising from the relationship between Deutschland Holistic and the Customer in accordance with the provisions of this clause.
9.2 In accordance with the statutory provisions, Deutschland Holistic shall be liable without limitation (i) for damages resulting from injury to life, limb or health, which are based on an intentional or negligent breach of duty by Deutschland Holistic, including its vicarious agents, organs and/or legal representatives, (ii) for other damages resulting from an intentional or grossly negligent breach of duty by Deutschland Holistic, including their vicarious agents, organs and/or legal representatives, (iii) if guarantees have been assumed or defects have been fraudulently concealed, as well as in the case of (iv) claims for damages under the Product Liability Act or the Medicines Act.
9.3 In the event of slight negligence, Deutschland Holistic, including its vicarious agents, organs and/or legal representatives, shall only be liable in the event of a breach of a material contractual obligation and limited in amount to the damages foreseeable and typical of the contract at the time of conclusion of the contract. Essential contractual obligations are those whose fulfilment is only possible in the first place if the contract is properly executed, the breach of which jeopardizes the achievement of the purpose of the contract and obligations on the compliance of which the customer may regularly rely.
9.4 In all other respects, liability is excluded.
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10. Obligations to cooperate and provide information
10.1 The customer is obliged to inform Deutschland Holistic immediately if (i) there are changes in the information required for registration in accordance with section 2.1 or (ii) the pharmacy operating license and/or (iii) the license to handle medical cannabis products according to MedCanG is withdrawn.
10.2 The Customer is also obliged to inform Deutschland Holistic immediately if it becomes aware of (i) undesirable or unexpected events, side effects or testimonials in connection with the use of the products distributed by Deutschland Holistic or (ii) other incidents (discoloration, labeling errors, product defects, etc.) regarding the products of Deutschland Holistic.
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11. Final Provisions
11.1 The law of the Federal Republic of Germany shall apply to these T&Cs and the legal relationship between the parties to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.2 The exclusive place of jurisdiction for all disputes arising from this legal relationship is Düsseldorf. Deutschland Holistic also has the right to assert claims at the customer's general place of jurisdiction.
11.3 Should any provision of these T&Cs be void, ineffective and/or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace void, invalid or unenforceable provisions with such provisions that most closely correspond to the void, invalid or unenforceable provision, taking into account the interests of both parties. The same applies to the closing of contractual loopholes. Accordingly, the parties undertake to work towards closing the gap in the contract in such a way that a provision corresponding to the spirit and purpose of the contract and the interests of both parties applies to the missing provision.
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As of November 2024