1.1 These general sales terms and conditions ("AVB") govern the contracts for the sale of medical cannabis products ("Goods") between enua Pharma GmbH, located at Vitalisstraße 67, 50827 Cologne, Germany ("enua"), and its buyers ("Buyer"). Both enua and the Buyer are individually referred to as a "Party" and collectively as the "Parties." The AVB apply exclusively when the Buyer is an entrepreneur (as defined in § 14 BGB), a pharmacist, a legal entity under public law, or a public-law special fund.

1.2 These AVBs are applicable in the version in effect at the time of the Buyer’s order, or, in any case, in the most recent version communicated to the Buyer in writing. They shall also apply as a framework agreement for similar future contracts, without the need for ENUA to separately notify the Buyer of their applicability in each instance.

1.3 These AVBs apply exclusively. Any general terms and conditions of the Buyer that differ from, contradict, or add to these will only become part of the contract if ENUA has expressly agreed to their applicability in writing. This requirement for consent applies in all cases, including when ENUA fulfills the Buyer’s order unconditionally, knowing the Buyer’s general terms and conditions.

1.4 The individual agreements between the Parties shall take precedence over these AVB. The terms of such agreements are, unless proven otherwise, defined by a written contract between the Parties or written confirmation from enua.

1.5 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions will apply, unless they are explicitly amended or excluded in these AVB.

Signing the contract

2.1 Unless explicitly stated otherwise in specific cases, all offers from enua are non-binding and without obligation.

2.2 The buyer's order of goods constitutes a binding offer to enter into a contract. Unless otherwise specified in the order, enua has the right to accept the buyer's offer within one (1) week of receiving the order. enua typically accepts the offer either by issuing an order confirmation with an invoice or by fulfilling the order.

Prices and payment terms

3.1 The prices listed for enua are those applicable at the time the contract is finalized. All prices are in EUR, exclusive of statutory VAT, and do not include packaging or shipping costs.

3.2 Payments must be made within 14 calendar days of the invoice date ("payment deadline") to the account specified in the invoice. If the parties have agreed to direct debit payment, enua offers the buyer a 2% discount on the invoice amount. The direct debit will be processed within one (1) business day of the invoice date. For the purposes of these General Terms and Conditions, "business days" refers to Monday through Friday, excluding statutory holidays at either the buyer's or enua's location. Additionally, the discount can only be applied if explicitly agreed upon in writing (e.g., via email).

3.3 The buyer will be considered in default without any prior notice if payment is not made by the specified deadline. The relevant time for determining default is the moment the payment is received in enua's account. During the period of default, the purchase price will accrue statutory default interest.

Rights of set-off and retention

The buyer may exercise rights of set-off and retention only if their claim is legally established or undisputed. However, this restriction does not apply to the buyer's retention rights based on counterclaims arising from the same contractual relationship. In cases involving defects, the buyer's counter-rights—especially those under section 8 of these General Terms and Conditions—remain unaffected.

Delivery, transfer of risk

5.1 enua will ship the goods to the address specified by the buyer in their order or as otherwise agreed upon (sale by dispatch). Unless otherwise agreed, enua reserves the right to determine the method of shipment, including the choice of carrier, shipping route, and packaging. The buyer is responsible for arranging and bearing the cost of transport insurance. The place of performance (§ 269 Abs. 1 BGB) for delivery and any subsequent obligations will be enua's shipping warehouse.

5.2 enua is entitled to receive partial deliveries, as long as the buyer is not unreasonably disadvantaged. Any additional costs resulting from partial deliveries shall be borne by enua.

5.3 The risk of accidental loss or damage to the goods transfers to the buyer upon delivery to the carrier, freight forwarder, or any other person or entity designated to handle the shipment (§ 447 BGB).

Delivery dates and deadlines, delivery delays

6.1 The delivery dates and/or deadlines provided by enua are always approximate and serve as expected timelines. They are non-binding unless enua has explicitly committed to a fixed date or deadline, or has agreed to one with the buyer.

6.2 If enua has committed to binding deadlines or dates in individual cases or has agreed to them with the buyer but is unable to meet them, enua will promptly notify the buyer and provide the updated expected deadline or date. enua will not be held liable for any delay in deadlines or dates if the delay is not caused by enua. Specifically, enua is not responsible for any delay if (i) enua is not supplied on time by its suppliers, despite having taken reasonable steps to secure a corresponding covering transaction, or (ii) the delay is not due to the fault of enua or its suppliers.

6.3 enua shall not be held liable for any inability to deliver or delays in delivery caused by an event of force majeure. A "force majeure event" refers to any unforeseeable circumstance beyond enua's control that prevents, in whole or in part, the fulfillment of its obligations. Such events include, but are not limited to, fires, epidemics, pandemics, changes in laws or official orders, floods, strikes, lawful lockouts, or other disruptions to operations. In the event of force majeure, the delivery period shall be extended for a reasonable duration.

6.4 The buyer's rights under clauses 8 and 10 of these General Terms and Conditions, as well as enua's statutory rights, particularly in cases where performance obligations are excluded (e.g., due to impossibility or excessive burden of performance and/or subsequent fulfillment), shall remain unaffected.

Retention of title

7.1 The goods delivered to the buyer ("Reserved Goods") remain the property of ENUA until all outstanding claims by ENUA against the buyer, including current account balances, have been fully settled. The buyer is responsible for handling the Reserved Goods with care and must insure them against fire, water, and theft at their own expense.

7.2 If the buyer breaches the contract, particularly by defaulting on payment, ENUA may request the return of the Reserved Goods, with transport costs for the return borne by the buyer. Taking back the Reserved Goods does not mean ENUA is withdrawing from the contract; instead, it allows ENUA to demand the goods' return while reserving the right to withdraw at a later time. ENUA may also dispose of the returned Reserved Goods, applying the proceeds towards the buyer's outstanding debt to ENUA after deducting reasonable disposal costs.

7.3 The buyer is permitted to use and resell the Reserved Goods in the ordinary course of business, provided they are not in default of payment. However, the buyer may not pledge or assign the Reserved Goods as collateral. The buyer hereby fully assigns to ENUA all claims for payment against their customers that arise from the resale of the Reserved Goods, as well as any other claims related to the Reserved Goods that may arise against customers or third parties (including claims from insurance policies and account balances from current accounts). ENUA accepts this assignment as security.

7.4 The buyer may collect claims assigned to ENUA in their own name and for their own account on behalf of ENUA, as long as ENUA does not revoke this authorization. ENUA retains the right to collect these claims directly but will refrain from doing so and will not revoke the authorization as long as the buyer meets their payment obligations. If the buyer breaches the contract—particularly in the case of payment default—ENUA may require the buyer to disclose the assigned claims and corresponding debtors, notify those debtors of the assignment, and provide ENUA with all necessary documents and information to assert the claims.

7.5 Any processing or transformation of the Reserved Goods by the buyer is carried out on behalf of ENUA. If the Reserved Goods are processed with other items not owned by ENUA, ENUA gains co-ownership of the newly created item in proportion to the value of the Reserved Goods (based on the total invoice amount, including VAT) relative to the other items involved in the processing at that time. Likewise, if the Reserved Goods are inseparably combined or mixed with items not owned by ENUA, ENUA acquires co-ownership of the resulting item in proportion to the value of the Reserved Goods (total invoice amount including VAT) relative to the other combined or mixed items at the time of connection or mixing. If the Reserved Goods are combined or mixed with the buyer's item such that the buyer’s item is considered the primary item, the buyer hereby agrees to proportionately transfer co-ownership of this item to ENUA, which ENUA accepts. This sole or co-ownership established in this way will be held by the buyer on behalf of ENUA. The same conditions apply to items created through processing, transformation, combination, or mixing, as they do for the Reserved Goods.

7.6 In the event of third-party actions involving the Reserved Goods (particularly seizure), the buyer must inform the third party of ENUA's ownership and promptly notify ENUA in writing to allow ENUA to assert its ownership rights. If the third party fails to reimburse ENUA for any judicial or extrajudicial expenses incurred, the buyer will be liable for these costs.

7.7 Upon the buyer's request, ENUA will release the retained goods to the extent that their realizable value exceeds the value of ENUA's outstanding claims against the customer by more than 10%. ENUA is entitled to select the retained goods to be released.

Warranty for defects

8.1 The buyer's rights in the event of defects in quality or title are governed by the applicable statutory provisions, unless otherwise specified below. In all cases, the statutory provisions concerning the final delivery of goods to a consumer (§§ 478 BGB, 445a, 445b / §§ 445c, 327 Abs. 5, 327u BGB) shall remain unaffected.

8.2 If the goods are defective, ENUA will, at its own discretion, either rectify the defect (repair) or deliver a defect-free replacement (replacement delivery). enua's right to refuse subsequent fulfillment under statutory conditions remains unaffected. The buyer may reject the type of subsequent fulfillment chosen by enua if it is deemed unreasonable.

8.3 enua may make the subsequent fulfillment dependent on the buyer paying the purchase price due. However, the buyer may withhold a reasonable portion of the purchase price in proportion to the defect.

8.4 enua will bear the necessary expenses for the supplementary service (in particular transport, travel, labor and material costs) in accordance with the statutory provisions if a defect actually exists. The buyer shall reimburse enua for any costs incurred as a result of unjustified requests for the rectification of defects if the buyer was aware or could have been aware that the goods were not defective.

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

8.6 Claims by the buyer for damages or compensation for wasted expenses shall only be valid in accordance with Clause 10, even in the case of defects, and shall otherwise be excluded.

Inspection of goods upon arrival

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

9.2 If a defect is identified upon delivery, during inspection, or at any point thereafter, the buyer must promptly notify ENUA of the defect in writing, no later than three (3) working days. The notification deadline begins as follows: (i) for obvious defects, the deadline starts from the delivery of the goods; (ii) for hidden defects, the deadline starts from the discovery of the defect.

9.3 enua's liability for defects is excluded in accordance with legal regulations if the buyer fails to conduct a timely and proper inspection or to report defects within the required timeframe and manner.

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 resulting from the breach of a significant contractual obligation—an obligation so essential that its fulfillment is critical to the proper execution of the contract and on which the buyer can reasonably rely. In such cases, ENUA's liability is limited to compensation for foreseeable, typically occurring damages.

10.3 The liability limitations set forth in Section 10.2 also apply to breaches of duty by or on behalf of individuals for whom enua is liable under statutory provisions. However, these limitations do not apply if ENUA has fraudulently concealed a defect or provided a guarantee regarding the quality of the goods. Additionally, they do not apply in cases involving violations of life, body, or health.

10.4 The buyer's rights under the Product Liability Act are unaffected without limitation.

Limitation

11.1 The limitation period for buyer claims related to material and legal defects is one year from the date of delivery, deviating from § 438 para. 1 no. 3 BGB. Statutory special regulations on limitation periods (particularly § 438 para. 1 nos. 1 and 2, para. 3, §§ 444, 445b BGB) remain unaffected by this provision.

11.2 The limitation periods outlined in Section 11 also apply to both contractual and non-contractual claims for damages by the buyer that arise from a defect in the goods, unless, in specific cases, the standard statutory limitation period (§§ 195, 199 BGB) would result in a shorter limitation period.

11.3 Claims for damages by the buyer under section 10.1, as well as those arising under the Product Liability Act, are subject solely to the statutory limitation periods.

Data protection

enua's privacy policy is available at https://enua.de/privacy/.

Applicable law, jurisdiction, severability clause, assignment

13.1 The agreement between the buyer and enua shall be governed exclusively by the laws of the Federal Republic of Germany, with the exception of international uniform law, specifically the UN Convention on Contracts for the International Sale of Goods (CISG), and international private law, unless otherwise required by mandatory international private law provisions. Any disputes arising directly or indirectly from this agreement shall fall under the exclusive jurisdiction of the courts in Cologne, Germany.

13.2 The contract between the buyer and enua remains fully binding, even if individual provisions are deemed legally ineffective. Any ineffective provisions will be replaced by applicable legal regulations, if available. However, if enforcing the contract under these terms would create an undue hardship for either the buyer or enua, the entire contract will be rendered ineffective.

13.3 The customer may not transfer or assign rights and obligations arising from the contract to third parties without enua’s prior written consent. This restriction on assignment does not apply to monetary claims.

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