General Terms and Conditions of Delivery and Payment (GTCP)

These conditions apply to all products of the brands "WALA Medicines", "Dr. Hauschka Skin Care" incl. Dr. Hauschka MED and "JUNGEBAD" (goods). By placing an order, the customer accepts our General Terms and Conditions of Delivery and Payment (GTCP) as binding. They shall also apply to all future supplier relations, even if no special agreement is made in individual cases or no separate reference is made by WALA Heilmittel GmbH (hereinafter "WALA"). These terms and conditions shall only apply if the customer is an entrepreneur as defined in § 14 of the German Civil Code (BGB) or a legal entity. Our GTCP shall apply exclusively. The customer's terms and conditions of purchase shall not apply, even if he refers to them when placing an order and we deliver to him without retention. Deviating, conflicting or supplementary general terms and conditions of business of the customer shall only become part of the contract if and to the extent that WALA has accept them in written form.

WALA sells WALA Medicines available only in pharmacies to pharmaceutical wholesalers and stationary pharmacies as well as over-the-counter WALA Medicines. WALA sells Dr. Hauschka Skin Care products selectively to selected specialist wholesalers as well as to qualified and authorised retailers such as specialist shops (perfumeries, natural food/natural goods retailers, health food shops, etc.), pharmacies and Dr. Hauschka Estheticians (Brand Partners) as well as other qualified specialist groups. Specialist wholesalers may only sell Dr. Hauschka brand products to authorised retailers. The distribution principles for retailers are set out in Brand Partner Agreements, which define the mutual rights and obligations in WALA's selective distribution system.

Our offers are subject to change and non-binding. The order of the goods shall be deemed to be a binding offer of contract. Unless otherwise stated in the order, we are entitled to accept this offer within 4 weeks of its receipt. The acceptance can be made either in writing, in text form (e.g. by order confirmation) or by delivery of the goods to the buyer.

The delivery period is agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period is approx. 4 weeks from the conclusion of the contract. WALA is entitled towards its Brand Partners to accept the order only in respect of the goods available at the time of receipt of the order. Information provided by WALA regarding available stocks is not binding. The prices in the current price list at the time of receipt of the order shall apply; errors excepted. The indication of the RRP in the price list does not affect the pricing of the customers. It represents non-binding advice from WALA, reflecting the manufacturer's subjective understanding of the value of the product.

WALA delivers ex works by shipment for the account and at the risk of the customer. The risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon delivery of the goods to the forwarding agent, the carrier or to the persons or institutions otherwise designated to carry out the shipment. The unobjected acceptance of the consignment by the forwarding agent or carrier shall suffice as proof of faultless packaging. From a purchase value of EUR 100.00 (excluding VAT) WALA shall deliver free of postage and packaging costs. If the purchase value is less than this amount, WALA will charge a flat rate of EUR 4.20 net for small quantities. WALA delivers WALA medicines subject to pharmacy charges free of postage and packaging costs. Mixed orders of WALA medicines subject to pharmacy charges and Dr. Hauschka Skin Care products are also delivered free of postage and packaging costs, unless the order is for temperature-controlled medicines. If express delivery is requested, WALA will charge the additional costs to the customer. Special services (such as Saturday or morning service) by carriers are only possible on request. They must be clearly indicated in the order. A net charge of EUR 10.00 shall be made for each special service. If possible, visibly damaged shipments are to be claimed immediately towards the carrier and acceptance is to be refused. Transport damages, which are recognized only after acceptance of the delivery by investigation, must be announced immediately after acceptance to the carrier (post office, parcel service, forwarding business etc.). In this case, the goods must be returned to WALA without delay together with a written statement indicating the customer number.

All events and circumstances the occurrence of which is beyond WALA's control, such as natural events, war, strikes, shortages of raw materials and energy, traffic and operational disruptions, fire and explosion damage, acts of government, shall release WALA from its contractual obligations to the extent of its effects for the duration of the obstacle and a reasonable start-up period. In such cases, WALA shall also not be obliged to procure the goods from third parties. Sentences 1 and 2 shall also apply insofar as the events and circumstances occur at WALA's supply chain. If these events last longer than 3 months, both the customer and WALA shall be entitled to withdraw from the contract with regard to the delivery quantity affected by the obstacle, to the exclusion of claims for damages.

The invoice amount is payable within 8 days of delivery or acceptance of the goods and the invoice date with a 2% discount or within 30 days net without any deductions. The date of receipt of payment on WALA's account shall be decisive. In the event of payment after this date, default interest shall be payable at a rate of 9 % above the base rate. Payments shall first be applied to costs and interest, then to outstanding invoices in the order of their date. If the customer's creditworthiness is doubtful, WALA may demand payment in advance or send the goods cash on delivery. WALA does not grant a discount for cash on delivery.

The delivered products shall remain the property of WALA until full payment of the purchase price including all ancillary claims and all claims arising from the current business relationship. This shall also apply if individual or all claims against the customer have been included in a current account and/or the balance has been recognised. The customer may only sell the products covered by the retention of title within the scope of his normal business operations. Pledging or transfer of ownership by way of security is not permitted; any pledges must be reported immediately. If the value of the securities exceeds WALA's claims by more than 20 %, WALA shall release securities to the corresponding extent. In the event of default in payment, WALA may reclaim the goods delivered. In the event of final suspension of payments, the customer must return them to WALA without being requested to do so; if this is not done immediately, WALA may collect the goods at the customer's expense. If WALA asserts retention of title or seizes the goods, this shall only constitute a withdrawal from the contract if WALA expressly confirms this in writing.

For defective products, WALA shall provide warranty at its own discretion through subsequent improvement or replacement delivery. Our right to refuse subsequent performance under the statutory provisions remains unaffected. If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand a reduction in price or to withdraw from the contract (rescission). In the case of a minor defect, withdrawal is excluded. The buyer's claims for defects presuppose that he has fulfilled his legal obligations to examine the goods and to give notice of defects. Obvious defects or defects which are recognisable on proper inspection must be notified to WALA in writing or in text form within 2 weeks of receipt of the goods. Defects which are not apparent on inspection must be notified to WALA immediately upon discovery. The nature and extent of the defect must be described precisely. Timely dispatch shall be sufficient to meet the deadline. Claims by the buyer for compensation or reimbursement of futile expenses shall only exist in the case of defects in accordance with section 9 and are otherwise excluded.

The warranty period is one year after delivery. This also applies to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Only the WALA product description shall be deemed to be the contractual quality of the products, not other public statements, recommendations or advertising. The customer does not receive any guarantees in the legal meaning from WALA.

WALA shall be liable for damages in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions, unless otherwise stipulated in these GTCP including the following clauses. We shall be liable for damages – irrespective of the legal grounds – referred to fault-based liability in the event of intent and gross negligence. In the event of simple negligence, WALA shall be liable for damages arising from injury to life, limb and health and in the event of breach of material contractual obligations. In the latter case, however, WALA's liability shall be limited to compensation for typical, foreseeable damage. Claims for damages by the buyer pursuant to sentence 2 and, first half-sentence of sentence 3 of this clause 9 and pursuant to the German Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

WALA does not take back products that are free of defects. In all other respects, the current returns policy applies, which can be requested from WALA Customer Service.

WALA will electronically store the data required and communicated for the processing of orders. The data is subject to the statutory provisions on data protection and is processed and used for the provision of services and invoicing and – where necessary – passed on to service providers commissioned for this purpose. Further information on the protection of personal data is contained in the WALA privacy policy, which can be found on the internet site https://www.wala.world/en/data-protection-statement.html. Further Data protection information for the B2B-Webshop can be found at https://b2b.wala.world/Rechtliches/Datenschutz

WALA is the owner of the trademarks WALA®, WALA® Logo, viaWALA®, WalaVita®, Dr. Hauschka®, Dr. Hauschka Med®, Dr. Hauschka CulturCosmetic®, Cultur-Cosmetic®, Dr. Hauschka Design and JUNGEBAD® as well as of the overall design and the copyrights to all designs of the containers, package inserts, outer packaging, leaflets, brochures, price lists, etc. All rights to display and distribute the trademarks and copyrighted presentations as well as packaging are held by WALA. In order to ensure a uniform brand image which underlines the claim of WALA brand quality, recognition and awareness, WALA permits the use by the customer in its advertising only in accordance with the following provisions.

To support advertising, WALA provides customers from time to time with advertising templates and WALA brochures, also in the form of files. The customer may publish these as part of its advertising in black and white or in colour in accordance with the template, in each case with a copyright notice "(c) WALA Heilmittel GmbH" unless otherwise stated. All illustrations must be appropriately related; in particular, illustrations may not be so closely related to illustrations of other products, either spatially or mentally, that the quality and high standards of WALA products are not emphasised or that the reputation, image and standing of WALA and/or the products are damaged or impaired by association with other products. The trademarks may only be reproduced in black and white or in the corresponding original colours. They may only be used in close spatial connection with the presentation or linguistic description of WALA products. The impression must not be created that the trademark identifies products other than WALA products as a result of spatial proximity or mental association. Trademark illustrations must be accompanied by a note stating that they are registered trademarks of WALA Heilmittel GmbH.

The customer may set up a link to the WALA homepages (https://www.drhauschka.de, https://www.wala.world, https://www.walaarzneimittel.de) as part of his homepage, provided that he simultaneously advertises WALA products on his homepage in compliance with these rules. The customer must independently ensure that all representations and information, even if supplied by WALA, are always up to date. This applies in particular to changes in INCIs, product names, packaging and additions to the product range. After registering and accepting the binding Terms of Use, the customer can download content, e.g. photos, via the WALA Mediacenter and use it for his advertising. The use of the content is limited in time. The customer is obliged to observe the period of use specified for each individual item of content, e.g. a photograph, on his own responsibility and to remove the content from his website and from his advertising materials in good time after expiry of the licence to use it and not to use it in any way whatsoever. The other provisions of the WALA Mediacenter Terms of Use must also be complied with. The rights of use granted to the customer by the provisions of this section expire when the business relationship ends. WALA may revoke them if the customer violates these rules. In all other respects, the statutory property rights, in particular the right to prohibit, remain unaffected.

Mandatory regulations under pharmaceutical law remain unaffected.

The place of performance for all obligations of both contracting parties is Bad Boll.

The place of jurisdiction for all legal disputes arising from or in connection with the contract, including the question of its conclusion, is Göppingen, insofar as the customer is a merchant or a legal entity or has no general place of jurisdiction in Germany or the place of residence or domicile is unknown. The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Subsidiary agreements must be made in writing.