General conditions for purchase and delivery of the Healy World GmbH for Entrepreneurs
§ 1 General Scope
1.1 These conditions for purchase and delivery apply only to deliveries to entrepreneurs. They are exclusively and apply to all future business relations, even if they are not expressly agreed again. Conditions of the customer conflicting or deviating from our conditions of purchase and delivery will not be accepted unless we have expressly agreed in writing. Our conditions for purchase and delivery also apply if we carry out the delivery to the customer without reservation being aware of conditions of the customer conflicting or deviating from our purchase and delivery conditions.
1.2 For services (especially training and seminars) separate terms and conditions apply.
1.3 Verbal agreements are not taken.
1.4 A contract only comes about with a written order confirmation or immediate delivery by us. With the payment by PayPal, instant bank transfer or payment in advance, the contract also comes about, as soon as the payment instruction was confirmed by the payment service provider or by the financial institution. The basis for an effective contract conclusion in the online shop is always that the order process is completed by sending the order.
1.5 The states determined in the service description (order confirmation), determine the characteristics of the item fully and completely.
1.6 Our statements in connection with this contract (eg, service description, order confirmation, etc.) include in case of doubt no acceptance of a guarantee. In case of doubt only the written consent by us on the acceptance of a guarantee shall prevail.
1.7 Order changes are only possible in exceptional cases and only then, if the production has not started yet. Any costs due to order changes requested by the customer shall be borne by the customer.
§ 2 Offer documents
2.1 All offers are without obligation, unless the contrary is determined.
2.2 Drawings, illustrations, dimensions and weights and other performance data are only binding if expressly agreed in writing.
§ 3 Prices Terms of Payment
3.1 Unless stated in the order confirmation or unless otherwise agreed, our prices are „ex works“, including packaging.
3.2 For initial orders and orders from outside of Germany, we only accept the payment methods: payment in advance, PayPal and cash on delivery.
3.3 When using the payment method payment in advance, we will deliver the goods after payment. Customers, who order in the online-shop, will be informed about our bank details in the order and in the order confirmation.
3.4 The statutory VAT is included in our prices; it is shown separately on the invoice at the statutory rate on the date of invoicing.
3.5 Unless stated in the order confirmation or unless otherwise agreed, the purchase price is payable net (without deduction) in advance. If the purchaser is in default of payment, we are entitled to demand charge interest at the rate of 8% per anno above the base interest rate. If we are able to prove a higher damage caused by default, we are entitled to make this claim.
3.6You are only entitled to offset rights if your counterclaims have been legally established, undisputed or acknowledged by us. You are also entitled to exercise a right of retention insofar as a counterclaim is based on the same legal relationship.
§ 4 Delivery time
4.1 The beginning of the quoted delivery time assumes the clarification of all technical questions.
4.2 We will be only responsible for the timely procurement of the purchase item if we get the purchase item or the necessary supplies on time. However, we will inform the customer immediately about the unavailability or delayed availability of the delivery item or supplies. The burden
of proving that a breach of duty in connection with the procurement of the item delivered is our responsibility, is the responsibility of the purchaser.
4.3 Compliance with our delivery obligation requires the timely and proper fulfillment of the obligations of the purchaser. The defense of breach of contract is reserved.
4.4 If the purchaser is in default of acceptance or violates other obligations to cooperate, we are entitled to demand compensation for damages incurred by us, including arising additional expenses. Further claims are reserved.
4.5 If the purchaser, in case of default of acceptance, does not fulfill his obligation of acceptance within a reasonable time after written request, we are entitled to refuse the performance of the contract and to claim damages for non-performance.
In this case we are entitled, either to demand a lump sum of 20% of the agreed gross purchase price as compensation, unless the customer proves a lower damage, or we are entitled to demand compensation for the actually incurred damage by the purchaser.
4.6If the requirements of § 4.4 apply, the risk of accidental loss or accidental deterioration of the purchase item is the responsibility of the purchaser from the date when he is in default of acceptance or debtor‘s delay.
4.7Partial deliveries are permissible.
4.8If the delivery is delayed due to a strike having influence on the delivery date, force majeure or any other incident (that are beyond our control), the delivery date shifts accordingly. The contractual obligations remain unaffected.
§ 5 Terms of delivery Transfer of Risk
5.1 If the delivery is not carried out by us, all deliveries are carried out at the risk of the purchaser, who is also responsible for insuring the goods. The transfer of risk takes place at the date of delivery by us to the shipping agent or the purchaser.
5.2 Visible transport damages must be claimed in writing immediately upon acceptance of the goods, hidden transport damages no later than fourteen days after the discovery at the delivering shipping agent.
5.3 In case of dispatch by us, we reserve the right to choose the route of delivery and the shipping method.
§ 6 Warranty and liability for any other defects
6.1 Guarantees are provided by us only in the context of individual-contractual agreements.
6.2The obligation to examine the goods and to give notice of defects according to § 377 HGB (German Commercial Code) applies, even if the customer is the purchaser within the meaning of § 14 BGB (German Civil Code) and the order is carried out within a commercial or independent professional activity.
6.3 The statutory warranty period for new goods with the exception of claims for damages in accordance with § 7 of these Terms and Conditions – is limited to one year.
6.4 For used goods, the warranty is with the exception of claims for damages according to § 7 of these terms and conditions – totally excluded.
Complaints cannot be further accepted when the goods are second choice or special items and the usability of the goods is not affected significantly. Defects, that are taken into account when purchasing, cannot be taken as a warranty claim.
Complaints about impairments that are unavoidable at the state of the art, such as unavoidable color variations in real wood veneer or leather or irregularities in the structure do not constitute defects, as these occur neither due to the material nor the manufacturing. The same applies to minor variations in quality, weight, size, thickness, width, finish, pattern and color, as far as these are allowable according to a valid norm.
6.5 If there is a defect in the purchased item which we are responsible for, there is insofar deviating from 439 Section 1. of the German Civil Code in our discretion a claim for repair or replacement. The expenses necessary for the supplementary performance bears the purchaser, if they are increased due to the fact that the delivered item is transported to a place other than the premises of the purchaser, unless the transport is in accordance with its intended use.
6.6If a two-time repair or replacement fails, the buyer is entitled at his option to withdraw from the contract or demand a reduction of the purchase price (reduction). Further claims are excluded. This applies in particular to claims for damages by the customer.
6.7If the purchaser asserts rights according to the recourse provisions § 478, § 479 BGB (German Commercial Code), we exclude liability for damages to the extent permitted by law.
§ 7 Liability
7.1 We are fully liable according to the legal provisions for damages to life, body and health caused by a negligent or willful breach of duty by us, our legal representatives or our agents, or for damages that are covered by liability under the Product Liability Act. For damages that are not covered by sentence 1 and are based on intentional or grossly negligent breach of contract and bad faith by us, our legal representatives or our vicarious agents, we are liable accor-
ding to legal regulations. In this case, however, the liability for damages is limited to foreseeable, typically occurring damage if we, our legal representatives or our vicarious agents did not act deliberately. In the extent to which we have given concerning the goods or any part thereof a quality guarantee, we are also liable under this warranty. For damages based on the lack of guaranteed quality, but do not directly affect the goods, we are only liable if the risk of such damage is clearly covered by the guarantee of quality.
7.2 We are also liable for damages caused by negligence insofar the negligence concerns the breach of such contractual obligations, which are relevant for the fulfillment of the primary contractual obligations from the buyer ́s objectified perspective and that would significantly affect the performance success if they are disregarded. However, we are only liable if the damages are typically associated with the contract and are foreseeable.
7.3 A further liability is excluded regardless of the legal nature of the asserted claim; this applies particularly in regard to tort claims or claims for reimbursement of expenses in lieu of performance.
7.4 As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.
§ 8 Withdrawal (dt: Rücktritt)
We are entitled to cancel the contract at any time and without reminding if the assets of the buyer have deteriorated significantly and consequently the performance of the obligation of the buyer is at risk.
These conditions are regarded as fulfilled if there are any suspensions of payment, enforcement measures due to claims for payment, bill and cheque protests against the purchaser or if insolvency proceedings on the purchaser ́s assets are claimed or opened. These rights exist even if these conditions have already been existent when concluding the contract, but we were not aware of them at this time.
§ 9 No withdrawal (dt: Widerruf) of the purchaser
The entrepreneur, who does not buy the products for personal use, has no right of withdrawal. This applies only to consumers according to § 13 BGB (German Civil Code).
§ 10 Retention of title
10.1 We retain title to the goods until receipt of all payments arising from the business relationship.
10.2 The customer is obliged to treat the goods with care. In particular, he is obliged to insure the goods at his own expense against fire, water and theft damage to the reinstatement value.
10.3 In case of seizure or other interventions, the purchaser shall inform us immediately in writing so that we can bring an action according to § 771 ZPO (German Civil Process Order). If the third party is able to reimburse the judicial and extra-judicial costs of an action according to § 771 ZPO, the customer shall be liable for any loss incurred by us.
10.4 The customer is entitled to resell the goods in the ordinary course of business; however, he assigns all claims to the amount of the final invoice (including VAT) of our claim accruing to him from the resale against his customers or third parties, regardless of whether the goods were resold without or after processing. Even after assignment, the purchaser remains entitled to collect this debt. Our authority to collect the debt ourselves remains unaffected. However, we undertake not to collect this debt as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and particularly if there is no application for opening of insolvency proceedings or suspension of payments. If this is the case, we can demand that the customer gives us the assigned claims of the debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) about the assignment.
10.5 The processing or transformation of the purchase item by the customer is always done for us. If the purchase item is processed with other objects not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the item (final invoice amount including VAT) to the other processed items at the time of processing. Apart from that, to the item created by processing applies the same as to the item delivered under retention of title.
10.6 The purchaser also assigns to us the claims to secure our claims against him which accrue from the connection of the purchase item with a property to a third party.
§ 11 Applicable Law
Contractual relationships, to which these terms and conditions apply, are subject to the laws of the Federal Republic of Germany the provisions of the United Nations Convention. General conditions for purchase and delivery for Entrepreneurs on Contracts for the International Sale of Goods of 11 April 1980 are exempt.
§ 12 Jurisdiction Place of Performance
12.1 For all disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, then the place of jurisdiction is our registered office. However, we are also entitled to sue the customer at his residence or place of business.
12.2 Place of performance for all disputes arising from this contract is our registered office, if the customer is a merchant or a legal entity under public law, unless otherwise specified in the order confirmation.
§ 13 Severability clause
If individual provisions of this agreement are not legally effective or lose their legal validity due to later circumstances or a gap in the contract becomes apparent, the validity of
the remaining provisions shall not be affected. Instead of the invalid provision or to fill the gap, a reasonable provision shall be valid that, to the extent possible, comes closest to what the parties would have intended if they had considered this point.
§ 14 Temporal scope
The above purchase and delivery conditions are valid from 01/07/2014.
General Terms and Conditions of the Healy World GmbH for consumers
The following terms and conditions (GTC) also contain some legal information about your rights under the provisions on distance contracts and electronic commerce.
§ 1 Scope
For all deliveries of the Healy World GmbH to consumers (§ 13 BGB; German Civil Code), these terms and conditions apply. If you do not acquire the products for personal use, but as an entrepreneur (e.g. as a doctor or medical practitioner), the following provisions do not apply.
For services (especially training and seminars) separate terms and conditions apply.
§ 2 Contracting parties
The purchase contract is concluded with the Healy World GmbH. Contact us for questions and complaints on weekdays from 09:00 a.m. 1:00 p.m. by phone +49 30-54905949-5 or by e-mail to firstname.lastname@example.org
§ 3 Additional agreements
Additional verbal agreements are not taken.
§ 4 Prices and shipping costs
4.1 The prices mentioned on the price list include the legal VAT and other price components.
4.2 In addition to the prices we charge shipping cost for delivery.
4.3 For initial orders and orders to be sent outside of Germany, we only accept the payment methods: payment in advance and PayPal. For following orders in Germany, we also accept payment on invoice.
4.4 When using the payment method payment in advance, we will deliver the goods after payment. Customers, who order in the online-shop, will be informed about our bank details in the order and in the order confirmation.
§ 5 Delivery
5.1 Delivery can only be carried out only to a correct shipping address. P.O. Boxes are not applicable.
5.2 Information about the delivery period are the estimated delivery times.
5.3 If the product is not timely deliverable, because we are not
5.4 If the delivery is delayed due to a strike having influence on the delivery date, force majeure or any other incident (that are beyond our control), the delivery date shifts accordingly. The contractual obligations remain unaffected.
§ 6 The customer ́s obligation to give notice of defects
You must notify on obvious defects within two weeks after delivery, otherwise the loss of the agreed or statutory warranty rights occurs. In order to maintain the period for the notification on defects it is sufficient to send the notification of defects in time.
§ 7 Offsetting and right of retention
7.1 You have only the right of offsetting if your counterclaims have been legally adjudged or have been accepted by us in writing.
7.2 You can only exercise the right of retention if the claims result from the same contractual relationship.
§ 8 Retention of title
Until full payment the goods remain our property.
§ 9 Costs of returning
If you have a statutory right of withdrawal according to §§ 312g, 355 BGB (German Civil Code), you will be also informed about this separately and in addition the following rules apply:
You have to bear the cost of returning the goods if the delivered goods correspond to the ordered goods.
If you have no statutory right of withdrawal according to §§ 312g, 355 BGB, you are not entitled to return or exchange the delivered goods if they correspond to the ordered goods.
§ 10 Liability
10.1 We exclude our liability for slightly negligent breachesmof duty, unless they concern damages from injury to life, body or health or guarantees, or claims under the Product Liability Act. This shall not affect the liability for the breach of duties whose fulfillment allows the proper execution of the contract in the first place and to which the customer can rely on regularly. The same applies to breaches of duty of our vicarious agents.
10.2 A further liability is excluded regardless of the legal nature of the asserted claim, particularly in regard to tort claims or claims for reimbursement of expenses in lieu of performance.
§ 11 Temporal scope
The above purchase and delivery conditions are valid from 01/04/2017.
Our sales are handled by Healy World GmbH. Here the general terms and conditions of Healy World GmbH:
The following withdrawal instructions are only valid for consumers:
Consumers have a withdrawal right according to the following, whereas consumer means every natural person concluding a legal transaction for reasons which can be neither assigned to their commercial nor independent professional occupation:
Instructions on withdrawal for the delivery of goods
Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods. To exercise the right of withdrawal, you must inform us:
186 Woodlands Industrial Park E5
#04-01G, Singapore 757515
Telephone: +65 6314 4290
Mobile: +65 96552020
The Data Protection Office
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obli-gatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
You shall send back the goods or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired. You will have to bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
End of withdrawal instruction
Instructions on withdrawal for the provision of services
Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us:
186 Woodlands Industrial Park E5
#04-01G, Singapore 757515
Telephone: +65 6314 4290
Mobile: +65 96552020
The Data Protection Office
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.
End of withdrawal instruction