Terms and Conditions
GHD GesundHeits GmbH Deutschland - General Terms and Conditions
1. Scope of application
1.1. The General Terms and Conditions set out below apply to all contracts, deliveries and other services or business relations between GHD GesundHeits GmbH Deutschland and the customer. Insofar as the customer uses their own General Terms and Conditions, those of GHD GesundHeits GmbH Deutschland shall take priority unless the parties agree something to the contrary.
Customers of GHD GesundHeits GmbH Deutschland are, among others, wholesalers, retailers, manufacturers, health insurance companies and mail order pharmacies as well as holders of public or private health insurance and consumers as defined in § 13 BGB (German Civil Code).
1.2. Deviating verbal agreements, ancillary agreements and changes to the agreements made are valid only on written confirmation by GHD GesundHeits GmbH Deutschland.
2. Conclusion of contract
Offers made by GHD GesundHeits GmbH Deutschland are subject to change. Prices are shown in Euros and include VAT. Deliveries by GHD GesundHeits GmbH Deutschland are made at the prices valid at the time the order was received. The contract is not concluded until the goods are delivered, regardless of confirmation of receipt of the order.
3. Order processing
3.1. Relationship vis-à-vis persons holding health insurance
3.1.1. An order is placed when the doctor or patient passes a prescription to the GHD GesundHeits GmbH Deutschland sales representative. The delivery is based solely on the instructions of the doctor providing treatment.
3.1.2. Sales representatives of GHD GesundHeits GmbH Deutschland are not authorised to grant contractual conditions deviating from these terms and conditions or to guarantee specific properties of products where these are not expressly confirmed in writing by the manufacturing company.
3.2. Relationship vis-à-vis wholesalers/manufacturers/mail order pharmacies
Purchase orders are made by GHD GesundHeits GmbH Deutschland by arrangement in writing or by telephone and are binding on GHD GesundHeits GmbH Deutschland only if confirmed by GHD GesundHeits GmbH Deutschland or if GHD GesundHeits GmbH Deutschland receives the goods in question.
4. Delivery, complaints
4.1. Relationship vis-à-vis persons holding health insurance
4.1.1. Products for patients ordered through GHD sales representatives are always delivered to the address shown on the doctor’s prescription.
4.1.2. Unless expressly agreed to the contrary in writing, delivery dates are not binding. If an agreed delivery deadline is exceeded for any reason attributable to GHD’s fault or negligence, default of delivery shall not apply until a 4-week extension has been set in writing by the person holding health insurance, including a statement that delivery shall be refused after this period has expired. If the deadline expires without delivery, the person holding health insurance has a right of withdrawal; additional rights, of whatever kind, in particular damages, are excluded unless GHD GesundHeits GmbH Deutschland causes the default of delivery intentionally or through its gross negligence. Extended liability in accordance with § 287 BGB is excluded.
4.1.3. Force majeure events entitle GHD GesundHeits GmbH Deutschland – even within the default period – to postpone delivery for the duration of the impediment or, in the case of an impediment that cannot be eliminated during this period, to withdraw wholly or partially from the contract because of to the unfulfilled part thereof without there being any entitlement to derive claims against GHD GesundHeits GmbH Deutschland. Force majeure is defined as any circumstances which are not the responsibility of GHD GesundHeits GmbH Deutschland and which make provision of the service by GHD GesundHeits GmbH Deutschland impossible or unreasonable, such as strike, lock-out, mobilisation, war, war-like situations, blockade, import and export bans, traffic stoppages, official measures, shortage of energy and raw materials etc., whether these apply to GHD GesundHeits GmbH Deutschland or to an upstream-supplier or subcontractor used by GHD GesundHeits GmbH Deutschland.
4.2. Relationship vis-à-vis wholesalers/manufacturers/mail order pharmacies
4.2.1. Deliveries to wholesalers/manufacturers/mail order pharmacies are made to the delivery locations stated by GHD GesundHeits GmbH Deutschland. The place of performance and effect in each case is the place of delivery specified by GHD GesundHeits GmbH Deutschland. Partial deliveries are permitted if GHD GesundHeits GmbH Deutschland has given its prior consent.
4.2.2. The wholesaler/manufacturer has unlimited responsibility for procurement of the supplies and services required for the products – even if not at fault.
4.2.3. All contracts relating to deliveries and services and all other agreements and legally relevant statements must be confirmed in writing or by telefax by GHD GesundHeits GmbH Deutschland to be legally valid.
4.2.4. In the event of justified complaints of any kind in connection with delivery of goods and in addition to the right to new delivery of replacement goods free of defects against return, GHD GesundHeits GmbH Deutschland reserves the right to additional claims, in particular claims for damages due to non-delivery or late delivery as well as for any other actual or legal reason.
4.2.5. The wholesaler/manufacturer/mail order pharmacy is liable for any default in the event of delay. He/she shall also be also liable for provision of the service even in unforeseeable circumstances, unless the damage would have occurred even if the delivery had been made on time.
4.3. Relationship vis-à-vis other customers
4.3.1. If a product to be supplied by GHD GesundHeits GmbH Deutschland can no longer be supplied due to force majeure or because of discontinued production and GHD GesundHeits GmbH Deutschland cannot procure the ordered goods under reasonable conditions, GHD shall be exempted from the delivery deadline insofar as the circumstances do not arise until after contract conclusion and GHD GesundHeits GmbH Deutschland is not responsible for them. In this case the customer shall be informed immediately. Any payments already made by the customer shall be reimbursed. If a product is only temporarily unavailable for the above-mentioned reasons, the delivery deadline shall be extended for the duration of the impediment.
4.3.2. Partial deliveries are admissible insofar as the customer can reasonably be expected to accept them. If GHD GesundHeits GmbH Deutschland exercises its right of partial delivery, the customer shall be notified immediately.
4.3.3 The risk of accidental destruction or accidental deterioration of goods purchased by mail order shall be governed by the statutory regulations.
4.3.4 Information provided by GHD GesundHeits GmbH Deutschland as to the delivery period is not binding.
5. Title retention
5.1. Goods delivered by GHD GesundHeits GmbH Deutschland shall remain the property of GHD GesundHeits GmbH Deutschland until full payment of all outstanding accounts including ancillary costs such as interest for delay, legal costs and financing costs including those arising from previous or future deliveries.
5.2. On request the customer shall provide all the necessary information on the stock of goods belonging to GHD GesundHeits GmbH Deutschland.
5.3. For the duration of title retention, the customer shall bear responsibility for the object of purchase, in particular the risk of accidental destruction or deterioration.
6. Payment terms, additional payments, passing of risk
6.1. Relationship vis-à-vis persons holding health insurance
6.1.1. In the case of persons holding statutory health insurance, invoices are issued to the health insurance funds; in the case of persons holding private health insurance, invoices are issued to the individual person.
6.1.2. Legally required additional payments are included in invoices issued for persons holding statutory health insurance.
6.1.3. Prices are calculated to include the currently valid rate of value added tax.
6.1.4. Deliveries can be listed only in complete packaging/shipment units.
6.2. Relationship vis-à-vis wholesalers/manufacturers/mail order pharmacies
6.2.1. Prices are calculated as contractually agreed with wholesalers/manufacturers/mail order pharmacies.
6.2.2. Prices are calculated to include the currently valid rate of value added tax.
6.2.3. Deliveries can be accepted only in complete packaging/shipment units.
6.3. Relationship vis-à-vis other customers
6.3.1. Deliveries by GHD GesundHeits GmbH Deutschland regularly include an invoice. Payment can be made by cash on delivery, by direct bank debit or by bank transfer. Additional fees are charged in the case of cash on delivery.
6.3.2.Direct debit mandates are submitted on a binding basis for each individual order. The customer shall provide GHD GesundHeits GmbH Deutschland with all the account details required for this purpose and ensure sufficient funds are available. In the case of direct debits which are returned or cancelled for reasons for which the customer is responsible (e.g. incorrect account details, lack of funds etc.), the latter shall bear any costs incurred as a result.
6.3.3. Ancillary costs such as the costs of shipment or costs of special safeguards and protective facilities shown separately on the invoice are charged to the customer.
6.3.4. Packaging is only to be paid by the customer if it is invoiced. Special costs apply to orders with special delivery services.
7. Right of return and cancellation
7.1. Persons holding health insurance are not entitled to return delivered goods. In particular, GHD GesundHeits GmbH Deutschland does not accept the risk of products being damaged due to incorrect storage by persons holding health insurance.
7.2. Cancellation rights: Pursuant to § 13 BGB, consumers have a right of cancellation in relation to goods which by their nature are suitable for return (unused and in the original packaging) and which are not specifically tailored to personal needs. In the case of contracts that include a right of cancellation, a consumer can cancel the contract without giving reasons within two weeks from receipt of the goods. The deadline for cancellation shall be deemed to have been observed if notice of cancellation is dispatched within this period.
7.3. The cancellation is to be sent to: GHD GesundHeits GmbH Deutschland, Bogenstraße 28a, 22926 Ahrensburg. The cancellation must include a copy of the delivery note or invoice showing when the goods were ordered. If not, a 10% processing fee shall be charged. The purchase price shall be reimbursed either by bank transfer or credit. In the case of missing original packaging, traces of use, damage, lettering etc. the consumer shall pay compensation for loss of value accordingly.
7.4. Consequences of cancellation: In the event of an effective cancellation on the part of the consumer, benefits received by both parties (including any shipment costs paid by the consumer) are to be reimbursed. If the consumer can only return the benefits received in part, in deteriorated condition or not at all, the consumer shall compensate for lost value accordingly. In the case of goods whose total order value does not exceed the sum of € 40.00, the consumer shall bear the costs of return shipment unless the goods supplied are defective or were wrongly supplied. Otherwise GHD shall bear the cost of return shipment.
7.5. If the ordering party is an entrepreneur as defined in § 14 BGB, the statutory provisions shall apply exclusively. The costs and risk of return in this case shall be borne by the customer.
7.6. Attention is drawn to the exclusion of the right of cancellation pursuant to § 312d Section 4 No. 1 BGB.
8. Payments, default, offset
8.1. Invoice amounts are payable in full within 30 days of receipt of the invoice. A discount is granted on payments made earlier. The day of payment is defined as the day on which the amount due is received by GHD GesundHeits GmbH Deutschland.
8.2. If the payment deadline is exceeded, interest will be charged at the rate of 5 % above the base rate as defined in the Discount Rate Transition Act (§§ 247, 288 BGB). The statutory right to damages for delay remains unaffected. In the case of invoices in which a consumer is not involved, the interest rate is 8% above the base rate referred to above. The right to claim or provide evidence of higher or lower damages for delay remains valid.
8.3. Only undisputed or judicially determined claims shall entitle the health insurance company/person holding health insurance or consumer to offset or withhold payment.
9. Data protection
9.1. GHD GesundHeits GmbH Deutschland adheres to the statutory provisions on data protection and handles customers’ personal data in confidence. Please note that data required for handling business transactions is processed and saved.
9.2. By submitting an order, the customer consents to the IT processing of the data included with the order insofar as this is necessary and legally admissible for processing the order.
9.3. GHD GesundHeits GmbH Deutschland is entitled to contract third parties to deliver ordered goods, to collect outstanding accounts in the event of default and to pass on all the data required to the contracted parties. GHD GesundHeits GmbH Deutschland is also entitled to use the business partner’s data and pass it on to third parties for the purpose of customer support measures. GHD GesundHeits GmbH Deutschland, undertakes not to pass on the data for any other purpose. The customer can revoke his or her consent either partly or wholly with future effect. In this case, GHD GesundHeits GmbH Deutschland undertakes to delete the data without delay.
10. Warranty, notice of defects, claims for defects
10.1.1. GHD GesundHeits GmbH Deutschland is not responsible for material defects in the deliveries that it orders from third parties and passes on unchanged to the customer; responsibility in case of deliberate or negligent action remains unaffected.
10.1.2. If subsequent fulfilment incurs unreasonably high costs for GHD GesundHeits GmbH Deutschland and therefore represents an undue burden, GHD GesundHeits GmbH Deutschland can refuse subsequent fulfilment. In the event of refusal of subsequent fulfilment or delayed choice of warranty rights or in the case of failure of subsequent fulfilment, the customer can demand cancellation or reduction as he wishes.
10.1.3. All warranty claims become time-barred after no more than two years. If admissible, the warranty is limited to the scope of liability of the upstream supplier/manufacturer.
10.2. Relationship vis-à-vis wholesalers/manufacturers/mail order pharmacies
10.2.1. The customer shall inspect the goods supplied by GHD GesundHeits GmbH Deutschland on receipt as to their condition and purpose and also in relation to the Medical Devices Act for defects, erroneous delivery, quantity deviation and the like. The goods shall be deemed to be approved if a notice of defects is not received immediately in writing or by fax by GHD GesundHeits GmbH Deutschland or no later than ten days after receipt of the delivery item or, if the defect was not identifiable on immediate, careful inspection, within ten days of discovery of the defect.
10.2.2. If notification is delayed, warranty and damage claims are excluded. Obvious defects are to be reported immediately. Transportation damage is to be reported to the shipping agent and GHD GesundHeits GmbH Deutschland.
10.2.3. GHD GesundHeits GmbH Deutschland undertakes for its part to report defects in quality and title to the wholesaler/manufacturer/mail order pharmacy within two months of discovering such a defect. The defects are to be described in as much detail as possible. This provision does not represent a preclusion deadline for warranty rights.
10.3. Relationship vis-à-vis persons holding health insurance and other customers
10.3.1. The warranty shall be governed by the statutory provisions insofar as nothing to the contrary is stated in the General Terms and Conditions.
10.3.2. In accordance with legal requirements, the customer is initially entitled only to subsequent fulfilment in the case of defects in the item delivered. To this extent, the customer can choose whether the subsequent fulfilment should be by improvement or replacement. However, GHD GesundHeits GmbH Deutschland is entitled to refuse the selected method of subsequent fulfilment if it were to incur unreasonably high costs and the other method of subsequent fulfilment does not present significant disadvantages to the customer.
11. Liability for damages for cause
11.1. Liability for damages, insofar as it arises out of fault or negligence, is excluded or limited according to the following provision. This applies to all reasons, e.g. in the case of breach of obligation according to §§ 280 BGB ff., impossibility, default, defects and in the case of tortious liability.
11.2. In the case of slight negligence on the part of bodies, legal representatives, employees or other vicarious agents, GHD GesundHeits GmbH Deutschland shall not be liable except in cases of liability for injury to life, body or health.
11.3. In the case of gross negligence of employees or other vicarious agents, GHD GesundHeits GmbH Deutschland is not liable except in the case of violation of points essential to the contract or injury to life, body or health.
11.4. In any case – except wilful damage – any obligation to pay compensation on the part of GHD GesundHeits GmbH Deutschland is limited to such damage as was foreseeable as a possible consequence of the action requiring compensation.
12. Place of jurisdiction and applicable law
The contract is subject to German law to the exclusion of the provisions of the international sale of goods. The place of jurisdiction is Ahrensburg.
13. Invalid provisions
Any change to or potential invalidity of individual provisions shall not affect the validity of the remaining provisions.