Terms and Conditions

General Terms and Conditions of Sale of ENUA Pharma GmbH

enua Pharma GmbH

located in Aachen and business address at: Vitalisstraße 67, 50827 Cologne

Phone: +49 (0) 241 98092730
Fax: +49 (0) 241 98092734
Email: info@enua.de

Disclaimer

Scope

1.1 These general sales conditions ("AVB") apply to contracts for the sale of medical cannabis products ("Goods") between ENUA Pharma GmbH, Vitalisstraße 67, 50827 Cologne ("ENUA") and its buyers ("Buyer"; Buyer and ENUA individually also referred to as "Party" and collectively as "Parties"). The AVB apply only if the Buyer is an entrepreneur (§ 14 BGB), pharmacist, a legal entity under public law or a public-law special fund.

1.2 These AVB apply in the version valid at the time of the Buyer's order, in any case in the version last communicated to the Buyer in text form as a framework agreement also for similar future contracts, without ENUA having to point out the applicability of these AVB in each individual case.

1.3 These AVB apply exclusively. Deviating, opposing or supplementary general terms and conditions of the Buyer will only become part of the contract to the extent that ENUA has expressly agreed to their applicability in writing. This requirement for consent applies in every case, particularly also when ENUA executes the Buyer’s order unconditionally in knowledge of the Buyer’s general terms and conditions.

1.4 Individual agreements between the Parties take precedence over these AVB. The contents of such agreements are, subject to proof to the contrary, determined by a written contract between the Parties or the written confirmation from ENUA.

1.5 References to the applicability of statutory provisions have only a clarifying significance. Even without such a clarification, the statutory provisions shall therefore apply, as far as they are not directly amended or expressly excluded in these AVB.

Conclusion of contract

2.1 Unless explicitly stated otherwise in individual cases, offers from ENUA are always non-binding and without obligation.

2.2 The order of the goods by the buyer is considered a binding offer from the buyer to conclude a contract. Unless stated otherwise in the order, ENUA is entitled to accept the buyer's offer within one (1) week of receipt of the order. ENUA typically accepts the buyer's offer either by order confirmation with invoice or by executing the order.

Prices and payment terms

3.1 The current prices of ENUA apply at the time of the conclusion of the contract. The prices are in EUR, plus statutory VAT, and exclude packaging and shipping.

3.2 Payments must be made within 14 calendar days from the date of invoicing ("payment deadline") to the account specified in the invoice. If the parties have agreed to payment by direct debit, ENUA grants the buyer a 2% discount on the invoice amount. The direct debit occurs within one (1) business day from the date of invoicing ("business days" in the sense of these General Terms and Conditions are all days from Monday to Friday, excluding statutory holidays at the buyer's location or at ENUA's location). Furthermore, the deduction of the discount requires an explicit agreement at least in text form (e.g., email).

3.3 The buyer is in default without reminder if he does not make payments within the payment deadline. The relevant time is the time of receipt of the payment in ENUA's account. The purchase price is subject to statutory default interest during the default.

Rights of set-off and retention

The buyer is entitled to set-off and retention rights only insofar as his claim has been legally established or is undisputed. This does not apply to retention rights of the buyer that are based on counterclaims of the buyer arising from the same contractual relationship. In the case of defects, the buyer's counter-rights, in particular under section 8 of these General Terms and Conditions, remain unaffected.

Delivery, transfer of risk

5.1 ENUA sends the goods to the address specified by the buyer in their order or otherwise agreed (sale by dispatch). Unless otherwise agreed, ENUA is entitled to determine the type of shipment (in particular, the carrier, shipping route, and packaging) themselves. The conclusion of a transport insurance is the responsibility of the buyer at their own cost. The place of performance (§ 269 Abs. 1 BGB) for delivery and any subsequent performance is the shipping warehouse of ENUA.

5.2 ENUA is entitled to partial deliveries, provided that the buyer is not unreasonably disadvantaged by this. ENUA bears the additional costs incurred by partial deliveries.

5.3 The risk of accidental loss and accidental deterioration of the goods passes to the buyer upon delivery of the goods to the carrier, the freight forwarder, or any other person or institution designated to carry out the shipment (§ 447 BGB).

Delivery dates and deadlines, delivery delays

6.1 The delivery dates and/or deadlines promised by ENUA are always only approximate. They are considered as expected dates and deadlines for ENUA that are non-binding unless ENUA has expressly promised a fixed deadline or date for delivery or has agreed upon it with the buyer.

6.2 If ENUA has promised binding deadlines or dates in individual cases or agreed upon them with the buyer and cannot meet them, ENUA will inform the buyer immediately and simultaneously communicate the expected new deadline or date. ENUA is not liable to the buyer for the postponement of deadlines or dates if ENUA is not responsible for the reason for the postponement. A postponement of deadlines or dates is particularly not the responsibility of ENUA if (i) ENUA is itself not supplied on time by its suppliers, if ENUA - as far as possible - has concluded a congruent covering transaction, or (ii) neither ENUA nor its suppliers are at fault.

6.3 ENUA is not liable for the impossibility of delivery or delivery delays, provided they are caused by an event of force majeure. An "event of force majeure" is any unforeseeable event outside the control of ENUA that prevents ENUA from fulfilling its obligations in whole or in part, including fire damage, epidemics and pandemics, changes in law and official orders, floods, strikes and lawful lockouts, or other operational disruptions. An event of force majeure extends the delivery period to a reasonable extent.

6.4 The rights of the buyer under clauses 8 and 10 of these General Terms and Conditions and ENUA's statutory rights, particularly in the case of exclusion of performance obligations (e.g., due to impossibility or unreasonable burden of performance and/or subsequent fulfillment), remain unaffected.

Retention of title

7.1 The goods delivered to the buyer ("Reserved Goods") remain the property of ENUA until all claims (including account balance claims from current accounts) that ENUA has against the buyer have been fulfilled. The buyer must handle the Reserved Goods with care; he must adequately insure them at his own expense against fire, water, and theft damage.

7.2 If the buyer behaves in breach of contract – in particular, if he has fallen into payment default – ENUA may demand the return of the Reserved Goods from the buyer. The buyer bears the transport costs incurred for the return. If ENUA takes back the Reserved Goods, this does not constitute a withdrawal from the contract; rather, ENUA is entitled to demand the return of the Reserved Goods and to reserve the right to withdraw. Returned Reserved Goods may be disposed of by ENUA. The proceeds from the disposal will be offset against the amounts owed by the buyer to ENUA after ENUA has deducted an appropriate amount for the costs of disposal.

7.3 The buyer is allowed to use the Reserved Goods and resell them in the ordinary course of business as long as he is not in payment default. He may not pledge or transfer the Reserved Goods as security. The buyer hereby assigns in full all claims for payment against his customers arising from a resale of the Reserved Goods, as well as any claims the buyer has regarding the Reserved Goods that arise from any other legal reason against his customers or third parties (in particular, claims from insurance and including account balance claims from current accounts) as security to ENUA. ENUA accepts this assignment.

7.4 The buyer may collect the claims assigned to ENUA for his own account in his own name for ENUA as long as ENUA does not revoke this authorization. ENUA's right to collect these claims itself is not affected; however, ENUA will not assert the claims itself and will not revoke the collection authorization as long as the buyer is complying with his payment obligations properly. If the buyer behaves in breach of contract (in particular, in the case of the buyer's payment default), ENUA may require the buyer to disclose the assigned claims and the respective debtors to ENUA, inform the respective debtors of the assignment, and provide ENUA with all documents and make all information available that ENUA needs to assert the claims.

7.5 Any processing or transformation of the Reserved Goods by the buyer is always done for ENUA. If the Reserved Goods are processed with items not owned by ENUA, ENUA acquires co-ownership of the new item in proportion to the value of the Reserved Goods (total invoice amount including VAT) to the other processed items at the time of processing. If the Reserved Goods are inseparably combined or mixed with items not owned by ENUA, ENUA acquires co-ownership of the new item in proportion to the value of the Reserved Goods (total invoice amount including VAT) to the other connected or mixed items at the time of connection or mixing. If the Reserved Goods are combined or mixed in such a way that the buyer's item is to be considered the main item, the parties already agree that the buyer proportionately transfers co-ownership of this item to ENUA. ENUA accepts this transfer. The sole ownership or co-ownership created in this way will be held by the buyer for ENUA. The same applies to the item created through processing, transformation, connection, or mixing as for the Reserved Goods.

7.6 In the case of third-party interventions on the Reserved Goods (in particular, seizure), the buyer must point out ENUA's ownership and notify ENUA immediately in writing so that ENUA can enforce its ownership rights. If the third party does not reimburse ENUA for the judicial or extrajudicial costs incurred in this context, the buyer is liable for these costs.

7.7 If the buyer so requests, ENUA will release the securities to the extent that their realizable value exceeds the value of ENUA's open claims against the buyer by more than 10%. ENUA is entitled to select the securities to be released.

warranty for defects

8.1 The rights of the buyer in cases of defects of quality and title are determined by the statutory provisions, unless otherwise provided below. In any case, the statutory special provisions for the final delivery of goods to a consumer (§§ 478 BGB, 445a, 445b / §§ 445c, 327 Abs. 5, 327u BGB) remain unaffected.

8.2 If the goods are defective, ENUA shall provide subsequent performance at its own discretion by remedying the defect (subsequent improvement) or by delivering a non-defective item (replacement delivery). The right of ENUA to refuse subsequent performance under statutory conditions remains unaffected. The buyer may reject the type of subsequent performance chosen by ENUA if it is unreasonable for him.

8.3 ENUA may condition subsequent performance on the buyer paying the due purchase price. However, the buyer may retain a portion of the purchase price that is reasonable in relation to the defect.

8.4 ENUA shall bear the expenses necessary for subsequent performance (in particular transport, travel, labor, and material costs) in accordance with the statutory provisions if there is actually a defect. The buyer shall indemnify ENUA for costs incurred from unjustified claims for defect removal if the buyer was aware of the lack of defectiveness or could have recognized it.

8.5 The buyer may not withdraw from the contract due to an insignificant defect.

8.6 Claims of the buyer for damages or for reimbursement of wasted expenses also exist in the case of defects only in accordance with Clause 10 and are otherwise excluded.

Goods receipt inspection

9.1 The buyer's claims for defects according to clause 8 require that the buyer has fulfilled his legal inspection and notification obligations (§§ 377, 381 HGB).

9.2 If a defect becomes apparent upon delivery, during inspection, or at any later time, the buyer must immediately notify ENUA of the defect in writing at least. The notification of a defect must in any case be made within three (3) working days. The deadline begins (i) for obvious defects with the delivery of the goods, (ii) for defects that are not recognizable during inspection (hidden defects), with the discovery of the defect.

9.3 ENUA's liability for defects that are not reported or not reported in a timely or proper manner is excluded according to the legal regulations if the buyer has failed to carry out the timely and proper inspection and/or defect notification.

Liability

10.1 ENUA is liable without limitation under the law of fault for intent and gross negligence as well as for the violation of life, body, or health.

10.2 In cases of simple negligence, ENUA is only liable for damages arising from the breach of a substantial contractual obligation (i.e., an obligation whose fulfillment is of such importance that the proper execution of the contract is only made possible and on which the buyer can regularly rely and trust); in this case, ENUA's liability is limited to compensation for the foreseeable, typically occurring damage.

10.3 The limitations of liability resulting from section 10.2 also apply in cases of breaches of duty by or in favor of persons whose fault ENUA is liable for under statutory provisions. They do not apply to the extent that ENUA has fraudulently concealed a defect or has assumed a guarantee for the nature of the goods. They also do not apply in cases of violation of life, body, or health for clarification.

10.4 Claims under the Product Liability Act are available to the buyer without limitation.

Limitation

11.1 For claims by the buyer due to material and legal defects, the general limitation period deviating from § 438 para. 1 no. 3 BGB is one year from delivery. Statutory special regulations on limitation periods (in particular, § 438 para. 1 no. 1 and no. 2, para. 3, §§ 444, 445b BGB) remain unaffected.

11.2 The limitation periods according to this section 11 also apply to contractual and non-contractual claims for damages of the buyer that are based on a defect of the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.

11.3 Claims for damages by the buyer according to section 10.1 as well as according to the Product Liability Act are limited exclusively according to the statutory limitation periods.

Data protection

The privacy policy of ENUA is available at https://enua.de/privacy/.

Applicable law, jurisdiction, severability clause, assignment

13.1 The contract concluded between the buyer and ENUA is governed - subject to mandatory international private law provisions - exclusively by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Sales Convention, and excluding international private law. The exclusive jurisdiction for all disputes arising indirectly or directly from the contract concluded between the buyer and ENUA is Cologne.

13.2 The contract concluded between the buyer and ENUA remains binding in its other parts even if individual provisions are legally ineffective. In place of the ineffective provisions, the legal regulations shall apply, insofar as they exist. However, if this would constitute an unreasonable hardship for the buyer or ENUA, the contract shall be ineffective in its entirety.

13.3 The customer is not entitled to transfer and/or assign rights and obligations arising from the contract to third parties without the prior written consent of ENUA. This prohibition of assignment does not apply to monetary claims.

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enua Pharma GmbH
Vitalisstraße 67
50827 Köln

Customer service

We are available for you from Monday to Friday from 9:00 AM to 5:00 PM.

enua Pharma GmbH
Vitalisstraße 67
50827 Köln

Customer service

We are available for you from Monday to Friday from 9:00 AM to 5:00 PM.

enua Pharma GmbH
Vitalisstraße 67
50827 Köln

Customer service

We are available for you from Monday to Friday from 9:00 AM to 5:00 PM.