General Terms and Conditions
Terms and conditions of sale and delivery for Distribution Partners
1 General – scope
1.1 These terms and conditions of sale and delivery shall apply only to deliveries to Distribution Partner . They shall apply exclusively and, in addition, to all future business relationships, even if they have not been explicitly agreed to once more. We shall not recognise any purchaser terms and conditions that contradict or vary from our terms and conditions of sale and delivery unless we have given our explicit, written acceptance of their validity and our terms and conditions shall supersede any purchaser terms and conditions, at all times whatsoever. Our terms and conditions of sale and delivery shall even apply if we make a delivery to the purchaser without reservation despite knowledge of that purchaser’s contradictory terms and conditions or terms and conditions that vary from our terms and conditions of sale and delivery and our terms and conditions shall supersede any purchaser terms and conditions, at all times whatsoever..
1.2 Separate terms and conditions shall apply to services rendered (including, but not limited to, training and seminars).
1.3 There shall be no ancillary agreements and/ or commitments of an oral nature.
1.4 Contracts shall only take effect once we have received necessary payment against the order placed by the Distribution Partner. When paying by PayPal, credit card or ordinary bank transfer, contracts shall take effect as soon as the relevant payment service provider or financial institution has confirmed the payment order. A condition for the validity of contracts originating from our online shop shall always be upon completion of the payment by the Distribution Partner against the online order placed with us.
1.5 The qualities set out in the order specifications (i.e. the order confirmation) shall comprehensively and conclusively determine the characteristics of the object delivered.
1.6 The statements we make in connection to this contract (e.g. order specifications/confirmation etc.) shall not provide any warranty in instances of doubt. In such instances of doubt, only express, written undertakings from us to provide a warranty shall be effective.
1.7 Orders may be changed only in exceptional situations which shall be decided by us, at our sole discretion and, in such situations, only if production has not yet commenced. Any costs for changes desired by the purchaser shall be incurred at the purchaser’s expense.
2 Quotation – quotation documents
2.1 All quotations shall be non-binding unless otherwise agreed.
2.2 Drawings, illustrations, dimensions, weights and other order data shall be binding only if explicitly agreed in writing.
3 Prices – terms of payment
3.1 Unless otherwise provided in the order confirmation or through another arrangement, our prices shall be ex works, inclusive of packaging, exclusive of delivery charges.
3.2 We shall accept only the following payment methods from Distribution Partner making their first order: PayPal credit card or ordinary bank transfer. We shall also accept payment on account as of a commercial customer’s second order.
3.3 When paying by ordinary bank transfer, we shall deliver goods after receiving payment. When customers order from our online shop, we shall provide them our bank account details when ordering and with their order confirmation.
3.4 Our prices shall include the statutory value added tax; it shall be charged at the statutory rate for the invoice date and listed separately on our invoice.
3.5 Unless otherwise provided in the order confirmation or through another, separate arrangement, the net purchase price shall be due for prior payment in full. Should the purchaser default on payment, we shall be entitled to charge penalty interest at a rate eight percent above the relevant base annual percentage rate. If, in such situations, we are able to demonstrate greater losses as a result of this default, we shall also be entitled to claim compensation for them.
3.6 We do not entertain any counterclaims received from the Distribution Partner, at any time whatsoever.
4 Delivery time
4.1 Delivery time shall only be counted from the time at which the entire payment towards the order placed by the Distribution Partner is received as per terms stated herein.
4.2 We shall guarantee timely procurement of the delivery object only where we receive the delivery object or the supplies required for it on time. However, we shall immediately inform the purchaser of any unavailability or unpunctual availability of the delivery object or supplies for it. The purchaser shall carry the burden of proof for any liability of ours for a breach of obligation in connection to procurement of the delivery object.
4.3 Our satisfaction of our delivery obligation shall require the timely and due satisfaction of the purchaser’s obligations. We shall reserve the right to withhold performance until these obligations are fulfilled.
4.4 If there is a delay in the purchaser’s acceptance of the goods or if the purchaser breaches other cooperation obligations, we shall be entitled to obtain compensation for the resultant damages, including for any additional expenses. We shall reserve the right to exercise further claims.
4.5 If, in the event of such a delay, the purchaser fails to satisfy our written request for acceptance of the delivery within a reasonable period of time, we shall be entitled to refuse fulfilment of the contract and obtain compensation for non-fulfilment. In this case, we shall be entitled to obtain from the purchaser our choice of lump sum compensation of 20 percent of the agreed gross purchase price, unless the purchaser can prove that our actual loss was less, or compensation of the effective loss incurred.
4.6 In the circumstances described in Section 4.4, the risk of accidental loss or deterioration of the purchased object shall be transferred to the purchaser at the time it misses the agreed acceptance or payment dates.
4.7 Deliveries of part of the order shall be allowed.
4.8 In the event of a strike impacting delivery times, or force majeure or another event (over which we have no influence), and delivery is delayed as a result, the delivery date shall be postponed accordingly. Any other remaining obligations under the order contract shall not be affected thereby.
5 Terms of transport for the goods – passage of risk
5.1 Where we do not ourselves organise transport for the goods, all consignments shall be sent at the purchaser’s risk; the latter shall also be responsible for insuring the goods. Risk shall pass at the time we transfer the goods to the transport contractor or purchaser.
5.2 Compensation for obvious damages sustained during transport shall be immediately sought in writing from the delivering transport contractor when accepting the goods; hidden damages within seven days of discovery.
5.3 Where we organise the goods’ transport, we reserve the right to choose the route and method of transport.
6 Cancellation of contract
We shall be entitled to cancel the contract at any time withoutwarning for such reasons which are reasonable in nature. These conditions shall be considered met, for example, if the purchaser ceases payment, is subject to enforcement measures due to payment demands, is subject to protested bills or cheques or becomes insolvent and relevant proceedings are requested or commenced for its remaining assets. We shall enjoy these rights even if we were unaware of these conditions being present at the time the contract was concluded.
7 No right of cancellation for the purchaser
Distribution Partner not purchasing products for their own personal use shall not enjoy a right to cancel the contract. In case the Distribution Partner wishes to cancel the order placed, he can do so within 48 (forty eight) hours of placing the said order by writing @ email@example.com and the said support system shall guide the customer for the same.
In case Distribution Partner is not completely satisfied with the Healy’s product or intend to return the product for any other reason, then they can return the product which should be an unused product, to the Company within 30 days of the purchase. Shipping and handling fees in case of such refund are non-refundable in nature. The refund amount shall be immediately processed by the Company once it has inspected such returned product and confirmed its non-use or non-tampering.
9 No right of cancellation for the purchaser
9.1 Title to the purchased object shall remain vested in us until we have received all payments owed through our business relationship.
9.2 The purchaser shall be obliged to handle the purchased object with care. In particular, the purchaser shall be required to insure the purchased object at its own expense for sufficient coverage of fire and water damage and theft at replacement value.
9.3 In case of seizure or other interference with the purchased object, the purchaser shall immediately notify us in writing.
9.4 The purchaser shall be entitled to resell the purchased object as part of its ordinary course of business; however, it shall hereby assign to us all receivables that it accrues from its customers or third parties up to the value of the final invoice amount (including value added tax) of our receivables, regardless of whether the purchased object is resold after or without further processing. The purchaser shall remain empowered to collect these receivables even after assignment. Our authority to collect the receivables ourselves shall not be affected thereby. However, we shall undertake not to collect these receivables as long as the purchaser satisfies its payment obligations from the income received, the purchaser does not default on payment and, in particular, there is no request for the opening of insolvency proceedings or a cessation of payments. Should this, however, become the case, we may then force the purchaser to provide us details of the debtors’ receivables assigned to us, provide us all details required for collection thereof, provide us all associated documents and inform the debtors (the third parties) of the assignment.
9.5 Any processing or transformation of the purchased object carried out by the purchaser shall always be on our behalf. Where the purchased object is mixed with other objects not belonging to us, we shall acquire an interest in the new object corresponding to the proportion of the purchased object’s value (final invoice amount including value added tax) to that of the other processed objects at the time of mixture. The same terms and conditions shall apply to the object created through such processing as those for the purchased object subject to retention of title.
9.6 To secure our receivables from the purchaser, the purchaser shall also assign to us the receivables it accrues from third parties by combining the purchased object with real estate.
10 Governing law
Contractual relationships governed by these terms and conditions of sale and delivery shall be subject to and in accordance with the laws of India without regard to applicable conflicts of laws principles.
Any dispute, controversy or claim arising out of or in connection with this Contract, both the parties shall make efforts to resolve the same mutually within a period of fifteen days. If it is not possible to resolve the dispute mutually within a period of 30 (thirty) days, then such dispute, claim or differences shall be settled by arbitration. The dispute, claim or difference shall be referred to sole arbitrator appointed in accordance with the rules of arbitration of the Arbitration and Reconciliation Act of 1996 and award in pursuance thereof shall be final and binding between the Parties. The language of arbitration shall be English and the place of arbitration shall be Mumbai.
The costs and expenses of the arbitration, including, without limitation, the fees of the arbitration and the Arbitration Board, shall be borne equally by each Party to the dispute or claim and each Party shall pay its own fees, disbursements and other charges of its counsel, except as may be determined by the Arbitration Board. The Arbitration Board would have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts.
Subject to Applicable Law, any award made by the Arbitration Board shall be final and binding on each of the Parties that were parties to the dispute.
The courts at Mumbai shall have exclusive jurisdiction to entertain any dispute arising due to this Contract.
Should individual provisions of this contract not be legally valid or lose their legal validity in subsequently arising circumstances, or should a gap be revealed in this contract, the legal validity of the contract’s remaining provisions shall not be affected thereby. An appropriate provision that most close approximates what the parties would have intended had they considered this situation shall apply in the place of the invalid contractual provision or to fill the gap.
12 Temporal application
The above terms and conditions of sale and delivery shall be effective as of October 7, 2019.
Healy World Trading India Pvt Ltd terms and conditions for system purchases
1 Scope of these terms and conditions
1.1. These terms and conditions shall apply to Healy devices consisting of hardware and software.
1.2. Customers shall additionally be subject to our Terms and Conditions for Customers.
1.3. Distribution Partner shall additionally be subject to our Terms and Conditions of Sale and Delivery.
2 Subject matter of the contract
2.1. (System) The customer shall acquire by purchase the devices specified in the schedule of services, including with software; the applications specified in the schedule of services and the associated system documentation (for all system components) based on the terms and conditions of this contract. The schedule of services shall form part of the contract.
2.2. (Transfer of goods, permission to use) The hardware shall be transferred to the customer’s possession. The customer shall be granted a non-exclusive right to use the software without time limits. Healy does not support any transfer of such hardware/ software to any related/ unrelated third party by the customer and the customer agrees to abide by the same.
2.3. (Extent of customer rights) Reversing the contract by cancelling it shall also affect the entire contract if breaches of performance or the provider’s breach of contract concern only one system component yet limit or negate overall use of the system.
3 Delivery, transport charges, provider delay
3.1. (Transport charges) The customer shall pay charges for transport from the provider’s location.
3.2. (Time of delivery) A delivery time shall be specified by the parties in the schedule of services.
3.3. (Customer rights in case of delay) After the provider is delayed for longer than a specific time specified in the schedule of services, the customer shall be entitled to cancel the part of the contract for the devices or programs which the provider is delayed in delivering. In this case, the customer shall be entitled, though not required, to reverse the entire contract in accordance with Section 2.3. The customer’s compensation claims shall not be affected thereby.
4 Extent of usage permission
4.1. (System-related use) The customer shall be entitled to non-exclusive use of the software provided to it on a system of the type specified in detail in the schedule of services and to use of the associated program description/ user documentation.
4.2. (Duplication permission) The customer shall be allowed to duplicate the provided programs in a machine-readable or printed form only to the extent corresponding with the program’s intended use. This shall include loading original data carriers and installation on storage media, in primary memory/random access memory and in temporary storage memory such as caches, provided this is associated with usage and technically necessary. One copy may be created on a storage medium for back-up purposes.
4.3. (Simultaneous use) Simultaneous use of the software and its programs on multiple systems and/or on a network shall only be allowed with the prior permission of the provider and in such cases the customer shall write us @ healy.sales.in@ healyworld.net.
4.4. (Modification permission) The customer shall be permitted to modify the program code only to the extent necessary for fixing errors. The customer shall pay all expenses associated with such modifications. During the warranty period, the customer shall organise such modifications in coordination with the provider so that the latter may have an opportunity to fix the error(s) itself.
4.5. (Decompilation) Decompilation of the software shall be permitted only if the provider does not share the information required to establish interoperability despite being requested to do so.
5 Warranty alongside maintenance obligations
Should the provider assume a maintenance obligation, the only activity requiring compensation during the period of the warranty obligation shall be that which is not covered by the warranty.
6 Purchase price
6.1. (Specification, terms of payment) The purchase price – including its amount and the terms of its payment, such as its due date – shall be specified by the parties in the schedule of services.
6.2. (Ancillary services) Unless otherwise noted in the schedule of services, all agreed ancillary services shall also be deemed paid with the purchase price set out in Section 6.1.
6.3. (Right of use) The customer shall not be authorised to transfer to third parties the right it has been granted for use of the software. Copies produced by the customer may not be resold.
7 Effective date
The above terms and conditions for system purchases shall be effective as of October 7, 2019.
Healy World Trading India Pvt Ltd terms and conditions for Healy module purchases or cloud service use
- Scope of these terms and conditions
1.1. These terms and conditions shall apply to all modules (software) and cloud services.
1.2. Customers shall additionally be subject to our Terms and Conditions for Customers.
1.3. Distribution Partner shall additionally be subject to our Terms and Conditions of Sale and Delivery.
- Subject matter of the contract
2.1. (Right to use modules) The provider shall transfer to the customer an otherwise untransferable, non- exclusive right to use the modules listed in the schedule of services, including any additional programs and the material associated with each, for an unlimited period of time and for the duration of their commercial service life.
2.2. (Right to use cloud services) The provider shall transfer to the customer an otherwise untransferable, non-exclusive right to use the cloud services listed in the schedule of services for the period of time specified at purchase.
- Delivery, transport charges
3.1. (Delivery) For each module, the provider shall deliver to the customer a copy in a machine-readable format.
3.2. (User documentation) The provider shall deliver the documentation associated with each module.
3.3. (Transport charges) Such charges shall not be payable. The customer shall receive the contracted service via electronic activation.
- Extent of usage permission
Section 4 of our Terms and Conditions for System Purchases shall apply here to the same extent.
The provider shall not warrant that the provided software and cloud services meet the customer’s own special requirements except if the customer is a consumer. The same shall apply to errors caused by third-party hardware or software or other third-party influences, such as damage incurred through imported malware (viruses for example).
- Title to and industrial property rights for software
6.1. (Title to software) Title to the software provided to the customer, including all documentation, shall remain vested in the provider.
6.2. (Rights to software) The provider shall remain the holder of all rights to the modules provided to the customer, including the associated material, even if the customer modifies them or combines them with its own or third-party programs. The customer shall include a corresponding copyright notice for such modifications or combinations and when producing copies.
6.3. (No separate resale) The customer shall not be entitled to resell to third parties the modules or cloud services underpinning this contract without transferring to the third party title to the entire Healy system (including hardware).
- Usage/licence fee
The customer shall be required to pay a one-time licence fee.
- Access to cloud services, charges
8.1. (Access) The provider shall grant the customer access to the cloud services provided by the provider.
8.2. (Cloud service) The provider shall grant the customer access to cloud services, free of charge, from the time at which the contract is concluded and for the duration specified at purchase. Once the time specified in the previous sentence elapses, the provider shall offer its customers cloud access on the terms set out in the price list.
- Customer obligations
9.1. The customer may not make the provided modules and cloud services and associated documentation available to third parties, whether in whole or in part.
9.2. The customer may in no way modify the provider’s markings, copyright notices or ownership information in the modules and associated documentation.
Healy World Trading India Pvt Ltd terms and conditions for Customers
The following terms and conditions together provide some legal information about your rights under legislation for contracts concluded for remote and electronic transactions.
These terms and conditions shall apply to all deliveries made by Healy World Trading India Pvt Ltd to Customers. If you purchase our products as a commercial customer (e.g. as a doctor or practitioner of alternative medicine) and not for personal use, these terms and conditions shall not apply to you. We have separate terms and conditions that shall apply to services rendered (including, but not limited to, training and seminars).
- Contract counterparty
You shall enter into a contract with Healy World Trading India Pvt Ltd. You can contact us if you have questions, complaints or concerns on weekdays from 10:00 am till 4:00 pm Email- healy. firstname.lastname@example.org
- Ancillary agreements
There shall be no ancillary agreements of an oral nature.
- Prices and delivery charges
4.1. The prices indicated on our price list shall include applicable tax and other pricing components.
4.2. In addition, we shall charge for delivery separately to the prices indicated on our price list.
4.3. We shall accept only the following payment methods from customers making their order: PayPal, credit card or ordinary bank transfer.
4.4. When paying by ordinary bank transfer, we shall deliver goods after receiving payment. When customers order from our online shop, we shall provide them our bank account details when ordering and with their order confirmation.
5.1. Information regarding delivery times shall be viewed as estimated delivery times.
5.2. Should the ordered product not be available for on-time delivery due to our supplier not providing it to us on time, we shall inform you without delay. In this case, you shall have the option to wait for the ordered product or cancel your order. In case the customer wishes to cancel the order placed, he can do so within 48 (forty eight) hours of placing the said order by writing @ email@example.com and the said support system shall guide the customer for the same.
5.3. In the event of a strike impacting delivery times, or force majeure or another event (over which we have no influence), and delivery is delayed as a result, the delivery date shall be postponed accordingly. Any other remaining obligations under the order contract shall not be affected thereby.
- 6 Customer obligation to report defects
You must report obvious defects to us no later than 30 (thirty) days after receiving the product, otherwise you will stand to lose the agreed/statutory warranty rights. It shall be sufficient that you merely send your report on time in order to meet your deadline for reporting obvious defects.
- 7. Offsetting counterclaims and right of retention
7.1. You shall only enjoy a right of retention (i.e. a right to withhold performance of your obligations) if your counterclaims have been upheld by a court of law or recognised by us in writing.
7.2. You may only exercise a right of retention where your claims result from the same contractual relationship.
In case You are not completely satisfied with the Healy’s product or intend to return the product for any other reason, then You can return the product which should be an unused product, to the Company within 30 days of the purchase. Shipping and handling fees in case of such refund are non-refundable in nature. The refund amount shall be immediately processed by the Company once it has inspected such returned product and confirmed its non-use or non-tampering.
- Retention of title
Title to the goods shall remain vested in us until full payment is made.
- Effective date
The above terms and conditions shall be effective as of October 7, 2019.
The following information about returns applies only to Customers
Customers enjoy a right to cancel their purchase contract based on the following provisions. A consumer is an individual who uses Healy World Products (did’nt buy it directly from Healy World online shop) for there individual use and most importantly they are not eligible for the business opportunity offered by Healy World Trading India Pvt Ltd
Information about cancelling your contract and returning goods delivered
Right of contract cancellation
You have the right to cancel this contract for purchase of Healy product within 48 (forty eight) hours of placing the said order by writing @ firstname.lastname@example.org and the said support system shall guide the customer for the same, in case the product is not delivered by the Company. In case the product is delivered by the Company and customer not completely satisfied with the Healy’s product or intend to return the product for any other reason, then he can return the product which should be an unused product, to the Company within 30 days of the purchase by writing @ email@example.com. Shipping and handling fees in case of such refund are non-refundable in nature. The refund amount shall be immediately processed by the Company once it has inspected such returned product and confirmed its non-use or non-tampering .
You must provide a clear statement (e.g. a letter sent by post, a fax or an email) indicating your decision to cancel this contract. You may use the enclosed sample form to cancel your purchase contract, though it is not mandatory. To meet the deadline for cancelling your purchase contract, it is sufficient that you send your communication exercising your cancellation right before the deadline passes.
After contract cancellation
If you cancel this purchase contract, we will refund you all payments that we have received from you, upon receiving your statement indicating your cancellation of this contract. For this refund, we will use the same payment method used for the original transaction unless we have explicitly arranged something else with you; in no case will you be charged extra for this refund.
We may refuse to refund you until we have received the goods or you have provided evidence that you have sent back the goods, depending which comes earlier.
You must immediately send or give back the goods to us, and in any case within 30 (thirty) days of the day on which you inform us of your cancellation of this purchase contract. You will meet this deadline if you send off (i.e. dispatch) the goods before 30th days pass. You are responsible for paying the direct costs for sending back the goods.
You will only have to pay for any potential loss in the goods’ value if this loss of value is attributable to you handling the goods in a way that is unnecessary for inspecting the goods’ state, characteristics and functionality.
End of information
Information about cancelling your contract for the provision of services
Right of contract cancellation
You have the right to cancel this contract within 30 (thirty) days without having to give reason. The contract cancellation deadline is the 30th day following the day on which you conclude this contract. To utilise your right to cancel this contract, you must contact us at: Healy World Trading India Pvt Ltd, Potsdamer Platz 1, 10785 Berlin, email: firstname.lastname@example.org, fax: +49 (0)3391 4002299, phone: +49 (0)3391 4002211. You must provide a clear statement (e.g. a letter sent by post, a fax or an email) indicating your decision to cancel this contract. You may use the enclosed sample form to cancel your contract, though it is not mandatory. To meet the deadline for cancelling your contract, it is sufficient that you send your communication exercising your cancellation right before the deadline passes.
After contract cancellation
If you cancel this contract, we will refund you all payments that we have received from you, upon receiving your statement indicating your cancellation of this contract. For this refund, we will use the same payment method used for the original transaction unless we have explicitly arranged something else with you; in no case will you be charged extra for this refund.
If you have requested that the services commence before the cancellation deadline passes, you will have to pay a reasonable amount for the services provided up until the time you inform us of your utilisation of your cancellation right for this contract in proportion to the total scope of the services as specified in the contract.
End of information
Healy World Trading India Pvt Ltd
Address: 510, Raheja Plaza, Industrial Area, Andheri West, Mumbai, Maharashtra 400102
Managing Director: Babak Jafarian and Prateek Gupta
Healy World GmbH
Potsdamer Platz 1
10785 Berlin – Germany
Babak Jafarian / Dirc Zahlmann
Phone: +49 30 54905949-1
Charlottenburg district court
Company no.: 197967 B
VAT ID no.: DE323365608
Healy World Hong Kong
Healy World Hongkong Limited
Room No. 501, Wing Tuck Commercial Building
177 Wing Lok Street, Sheung Wan, Hong Kong
Hong Kong district court
Company no.: 70665250-000-05-19-8
VAT ID no.: no
Healy World Philippines
Healy World Philippines Inc
324 Sitio, Tangdangsora Avenue, Quezon City
Metro Manila, Philippines 1107
Philippines district court
Company no.: CS201908663
VAT ID no.: 10331790
Healy World Thailand
Healy World (Thailand) Co. Ltd
246 Times Square Building, Unit 405, 4th Floor
Sukhumvit Road 12-14, Khlongtoey, Bangkok 10110, Thailand
Philippines district court
Company no.: 105562085185
VAT ID no.: 105562085185