General Terms and Conditions of Laylapharm GmbH for foreign Wholesalers and Hospitals with Purchase authorisation
1. general information, proof of licence, VAT identification number
1.1 The following General Terms and Conditions apply to the sale and delivery of
pharmaceuticals from Layla Pharm GmbH, Heinrich-Hertz-Str.11, 47445 Moers, Germany, to
foreign wholesalers, hospitals with purchase authorisation.
1.2 Our sales, deliveries and other services are provided exclusively on the basis of these GTC,
unless otherwise agreed in the contract concluded between Laylapharm and the Buyer. The GTC
shall be recognised by the Buyer continuously with each new order in the respective valid
version. The Buyer’s terms and conditions are hereby rejected.
1.3 The current version of the GTC is available at www.laylapharm.com/gtc.
1.4 Deviations from these GTC require the written consent of Laylapharm. This shall also apply
to any waiver of this written form requirement. Consent shall only apply to the individual case
and not to earlier or future deliveries by Laylapharm.
1.5.1 Upon request, the Buyer shall provide us with his wholesale licence or other evidence of
legally mandatory purchase authorisations and inform us if these cease to apply.
1.5.2 The Buyer shall inform us of his VAT identification number without special request. The
Buyer hereby expressly agrees that we may store the VAT identification number in our master
data. The Buyer is advised that no orders can be executed without a VAT identification number,
as these cases involve tax-free intra-Community deliveries and the indication of the VAT
identification number of the service recipient (Buyer) on the invoices is legally mandatory (cf. §
14a UStG).
1.6 If working days are specified as deadlines, this shall mean all weekdays with the exception of
Saturdays, Sundays and public holidays in Germany.
2. order
2.1 By placing an order, the Buyer submits a binding offer to which he is bound for three working days from the date of submission of the offer. The contract shall be concluded if Laylapharm confirms the order or carries out the delivery within this period.
3. payment
3.1 All prices of Laylapharm are in Euro.
3.2 As payment we mainly accept the payment method ”prepayment”. After receipt of payment the goods will be dispatched immediately
3.3 In deviation from Clause 3.2, we accept other forms of payment such as ”letters of credit”,
but this requires the written consent of Laylapharm.
4.deliveries
4.1 Laylapharm shall carry out the deliveries using the logistics company DHL Express Germany
GmbH. Dispatch shall be at the risk of the Buyer.
4.2 Partial deliveries are permissible if the partial delivery can be used by the Buyer within the
scope of the contractual purpose, the delivery of the remaining goods is ensured and the Buyer
does not incur any significant additional work or costs as a result of the partial delivery.
5. force majeure
5.1 Force majeure, operational disruptions in our own works, shortages of energy or raw
materials, strikes, traffic disruptions, government intervention or other disruptions that were not
foreseeable at the time the contract was concluded and for which we are not responsible shall
release us from the obligation to deliver for the duration of their duration and to the extent of
their effect. This shall also apply if they occur at a subcontractor. We shall inform the Buyer of
the beginning and end of such circumstances without delay.
5.2 The same shall apply if we have entered into a congruent hedging transaction for goods sold
and the upstream supplier fails to perform in accordance with the contract without us being
responsible for this.
5.3 Without prejudice to other rights, both the Buyer and we have the right to withdraw from the
contract if the duration of the impediment to performance exceeds a period of six weeks or if
performance is not possible for an unforeseeable period of time. We shall immediately
reimburse any payments already made by the Buyer.
6 Warranty, liability
6.1 If the Buyer has received incorrect articles or incorrect quantities or if the goods have
obvious defects, the Buyer must notify Layla Pharm GmbH of this immediately, but at the latest
within 5 working days. Otherwise § 377 HGB shall apply.
6.2 Claims for defects shall lapse 1 month after receipt of the goods by the Buyer or, if this is
later, three months after expiry of the best-before date of the specific goods.
7. returns regulation
7.1 The following provisions relate to the cancellation in the event of incorrect deliveries,
defective goods or goods that are the subject of a recall. A return of goods beyond these case
groups is generally not possible for reasons of drug safety. In the case of unsolicited returns that
are not covered by these case groups, we reserve the right to destroy the goods without issuing a
credit note.
7.2 In the event of a commercial or pharmaceutical recall, the goods must be returned within the
deadlines specified by Laylapharm when the recall is announced, but at the latest within one
month of this announcement. We will reimburse such goods at the invoice price.
7.3 For reasons of drug safety, all returns will be destroyed. It is not possible to return them to
the buyer
8. data protection
8.1 In accordance with Art. 5 para. 1 lit. e) DSGVO on the protection of personal data, the Buyer’s
personal data will be included in a file controlled by Laylapharm for customer management,
accounting, tax and administrative purposes. The Buyer’s personal data will be treated under
high standards of confidentiality and secrecy and in compliance with all applicable laws. You
may exercise your right of access to your data, your right to rectification or erasure of your data
and your right to object at any time by sending a written request to Laylapharm GmbH,
Heinricht-Hertz-Str.13 , 47445 Moers, Germany, enclosing a copy of an identity document
9. final provisions
9.1 All declarations to be made by the contracting parties must be made in writing in order to be
valid, whereby the written form is also deemed to have been complied with if transmitted in text
form (e.g. by e-mail).
9.2 Should one or more provisions of these GTC be or become invalid, this shall not affect the
validity of the remaining provisions. The invalid provision shall be replaced by a provision that
comes closest to the economic objective pursued by the invalid provision. The same shall apply
in the event of an incomplete provision
