General Terms and Conditions of the Goodlife Company GmbH for Business Transactions (B2B)

1.    General

1.1 These general terms and conditions (hereinafter referred to as “GTC”) in their version valid at the time of conclusion of the contract are directed exclusively at companies and shall apply to all offers, orders, deliveries and services of the Goodlife Company GmbH, Kajen 12, 20459 Hamburg, Germany (hereinafter referred to only as “Goodlife Company”).

1.2 By placing an order, the contractual partner acknowledges the validity of the respective current GTC of the Goodlife Company.  This also applies to any subsequent transactions, unless the contractual partner is a consumer. Deviating GTC of the contractual partner are hereby also rejected in the case of confirmation letters and unconditional deliveries or services.

2.     Offers, Prices, Acceptance of Orders

2.1 All prices are in euro, including VAT, plus packaging and shipping costs.

2.2 If payment in foreign currency is agreed upon in individual cases, the contractual partner must compensate the Goodlife Company for any changes in exchange rates from the date on which the order is placed.

2.3 If additional or increased charges are incurred between the conclusion of the contract and delivery due to changes in regulations, the Goodlife Company is also entitled to accordingly increase the agreed upon purchase price.

2.4 Subsequent changes to orders by the contractual partner must also be confirmed by the Goodlife Company in text form in order to become a part of the contract.

2.5 The Goodlife Company is entitled to accept orders from the contractual partner, who is not a consumer, only in part by carrying out deviating alterations or restrictions. If the partial acceptance of the order is not acceptable to the contractual partner, the contractual partner is obliged to inform the Goodlife Company in writing within three working days from notification of the deviation or restriction. In this case, the contract shall be deemed not to have been concluded. Otherwise, acceptance of the order shall be deemed to have been approved by the contractual partner.

3.     Term of Payment and Delay

3.1 Invoices from the Goodlife Company are payable immediately without deduction.  This also applies to partial invoices.

3.2 Unless otherwise expressly agreed in an individual case, the contractual partner is obliged to make advance payment.

3.3 In the event of default of payment, all liabilities of the contractual partner towards the Goodlife Company are immediately due. In addition, the Goodlife Company is entitled not to make further deliveries or to make them only if advance payment is received. Further claims shall remain reserved. In the event of recission due to default of payment, the contractual partner is also required to return the goods to the Goodlife Company at its own expense and risk and to reimburse all costs and damages incurred.

4.     Shipping and Delivery Times

4.1 The Goodlife Company’s goods are sold ex warehouse. Unless expressly agreed otherwise, the goods will travel uninsured and at the risk of the contractual partner.

4.2 If the Goodlife Company organises the transport, the contractual partner still bears the shipping risk. The risk for the goods passes to the contractual partner upon handover to the carrier. The Goodlife Company is entitled to make appropriate partial deliveries, insofar as this is reasonable for the contractual partner.

4.3 Delivery times are subject to the express reservation of timely and proper delivery by the Goodlife Company as well as timely delivery by the carrier commissioned at the expense and risk of the contractual partner.

5.     Obligation to Inspect and Give Notice of Defects

5.1 The contractual partner must inspect the goods immediately upon receipt and report any apparent defects to the Goodlife Company without delay. Otherwise, any subsequent assertion of claims against the Goodlife Company is excluded.

5.2 In the event of transport damage, the contractual partner is obliged to assert these claims against the carrier immediately upon receipt of the goods and to record them in writing on the delivery note or the like.

6.     Retention of Title

6.1  The goods remain the property of the Goodlife Company until full payment is made for all of the Goodlife Company’s claims arising from the business relationship with the contractual partner.

6.2 The contractual partner is entitled to sell the goods delivered by the Goodlife Company in the ordinary course of business. This authorisation expires in the event of a default in payment by the contractual partner or if an application has been made to open insolvency proceedings regarding the assets of the contractual partner.

6.3 The contractual partner already assigns the claims arising from the resale of the reserved goods to the Goodlife Company as security. It accepts the assignment. The contractual partner is authorised to collect the receivables from the resale of the goods. This direct debit authorisation lapses if the contractual partner no longer has a proper course of business within the meaning of clause 6.2. In addition, the Goodlife Company may revoke the contractual partner's direct debit authorisation if the contractual partner is in default regarding the fulfilment of its obligations towards the Goodlife Company, particularly with regard to payments. If the direct debit authorisation lapses or is revoked by the Goodlife Company, the contractual partner must immediately inform the Goodlife Company about the debtors of the assigned claims and release the information and documents required for collection.

6.4 In the event of behaviour contrary to the terms of the contract, the default of payment in particular, upon the Goodlife Company’s first request, the contractual partner is obliged to surrender the goods subject to retention of title still in its possession and to assign any claims for surrender existing against third parties with regard to the goods subject to retention of title to the Goodlife Company.

7.     Warranty, Liability for Defects

7.1 In the event that goods are defective, the contractual partner is entitled to a right of warranty in accordance with the following regulations.

7.2 Unless otherwise specified, the limitation period for liability for defects in new goods is one year and for used goods, six months from the time of delivery. The shortening of the limitation period does not apply to injury to life, body and health or to grossly negligent and intentional breaches of duty by the Goodlife Company. In the case of a delivery recourse, as provided for under §§ 478, 479 BGB [German Civil Code], the limitation period remains unchanged.

7.3 The Goodlife Company is entitled to replace the goods during the warranty period. Only if the replacement delivery has, through fault of the Goodlife Company, not been made in a reasonable time or has conclusively failed, the contractual partner has the right to cancel the contract, to demand a reduction of the price or to claim damages or compensation for expenses within the scope of the legal requirements. A replacement delivery shall be deemed to have failed after an unsuccessful second attempt if nothing else arises, in particular due to the nature of the goods or the defect or the other circumstances. If claims for damages or compensation for expenses are asserted, the liability of the Goodlife Company is limited, as described in the following clause.

8.     Limitation of Liability

8.1 The Goodlife Company, its representatives, employees and vicarious agents (together hereinafter: “Goodlife Company”) shall be liable exclusively for intent and gross negligence, irrespective of the legal reason, except in the case of culpable breaching of essential contractual obligations or the breach of a guarantee of quality. A culpable breach is one where the fulfilment of which is essential for the proper execution of the contract and the compliance with which the contractual partner regularly relies and may rely.

8.2 The Goodlife Company is not liable for the improper storage or use of the products by the contractual partner.

8.3 The Goodlife Company shall not be liable for the loss of profit, loss of savings, indirect damage and/or consequential damage, except in the case of culpable breach of essential contractual obligations and in the case of grossly negligent or intentional breach of contract.

8.4 Except in the case of grossly negligent or intentional breach of contract, the liability of the Goodlife Company is limited to the amount of damage reasonably foreseeable when the contract is concluded.

8.5 Liability for culpable injury to life, body or health as well as mandatory liability provided by law remain unaffected by the aforementioned limitations of liability.

9.     Confidentiality Agreement

9.1 The contractual partner undertakes to maintain the strictest secrecy towards outsiders about all confidential matters of the Goodlife Company and its customers and contractual partners.

9.2 Confidential matters are matters marked as “confidential” or that need to be classified as trade secrets due to other circumstances. In particular, this includes information on the Goodlife Company’s distribution channels, manufacturing processes, pricing and customer structure. The evaluation and utilisation of information from the aforementioned area is not permitted outside of the contractual relationship between the parties. The confidentiality obligation also extends to the details of the contractual relationship.

9.3 The secrecy obligation above shall not cover any information that is accessible to the general public without the contractual partner violating this agreement or that needs to be disclosed by law or by decision of an administrative authority.

10.  Final Provisions

10.1   The contractual partner is informed that the Goodlife Company processes and stores the personal data obtained in the course of the business relationship in accordance with the provisions of the EU General Data Protection Regulation and the Federal Data Protection Act. Please refer to the Goodlife Company’s separate data privacy statement.

10.2   Without the express written consent of the Goodlife Company, the contractual partner is not entitled to assign to third parties claims arising from the contractual relationship.

10.3   The contractual partner may only assert a right of retention if it is based upon claims arising from the same contractual relationship.

10.4   The contractual partner may only offset against claims from the Goodlife Company if the contractual partner’s counterclaim is undisputed or has been recognised by declaratory judgment. Claims arising from a warranty or by assuming a guarantee are excluded from the prohibition of offsetting.

10.5   The place of fulfilment and exclusive jurisdiction for all disputes arising from or in connection with these GTC or the underlying contract is the registered office of the Goodlife Company.

10.6   These GTC and the underlying contract between the Goodlife Company and the contractual partner are subject to German law, with the exception of the UN Convention on Contracts for International Sale of Goods and the regulations on private international law.

10.7   Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected thereby.  The invalid provision will be replaced by a substitute regulation which comes as close as possible to the purpose of the invalid provision.

Goodlife Company, Hamburg 2024