General Terms and Conditions of Sale

We only deliver in accordance with our following terms and conditions of sale, payment and delivery, even if no explicit reference is made to them at a later date in the case of ongoing business relationships.
Conflicting terms and conditions of the customer shall not be valid for us.
2 Our offers are subject to change.
Orders shall only be deemed accepted once they have been confirmed by us.
Our order confirmation shall be authoritative if we do not receive a written objection within 14 days of the date of our order confirmation.

Delivery shall be ex warehouse.
At the customer’s request and expense, the goods will be shipped to another destination (sale to destination).
The costs of shipment shall be borne by the customer, unless otherwise agreed in writing or the following clause
2. applies.
We reserve the right to choose the route and method of delivery.
The transportation risk shall be borne by the customer.
2. deliveries from a net invoice value of € 240.00 (for pharmacies) or € 600.00 (for wholesalers) shall be made carriage paid to the recipient within the Federal Republic of Germany.
3. additional costs caused by special shipping requests of the customer shall be borne by the customer.
In the case of orders with a value below the limits stated under item
2. a flat-rate shipping fee (postage and packaging) will be charged.
4. for shipments abroad, postage and packaging shall be paid by the customer.
5. if delivery becomes impossible or excessively difficult due to force majeure, official measures, plant shutdown, labor disputes, fire, machine breakage or other circumstances for which we are not responsible, we shall be released from the obligation to deliver for the duration of the hindrance and its after-effects.
If the impediment to performance due to the aforementioned events lasts for more than two months, both we and the customer shall be entitled to withdraw from the contract with regard to the services not rendered.

The payment owed by the customer for the ordered goods shall be calculated according to the price of the ordered goods in EURO valid on the day of delivery plus the value added tax applicable in Germany at the statutory rate on the day of invoicing.
2. the purchase price is due for payment within 14 days of the invoice date without deduction.
A 2% discount is granted for advance payment and a 3% discount for direct debit.
3. in the event of default in payment, the customer shall pay default interest on the invoice amount at a rate of 8% above the respective prime rate of the European Central Bank (ECB).
4. withholding payment or offsetting against existing counterclaims of the customer is excluded with the exception of undisputed or legally established claims.
In the event of defects in the goods, the customer’s counterclaims shall remain unaffected.

The delivered goods shall remain our property (reserved goods) until all our claims arising from the entire business relationship with the customer have been settled in full.
In the case of an ongoing business relationship, the reserved property shall serve as security for our balance claim.
2. the customer is entitled to resell the goods in our ownership in the ordinary course of business under his normal conditions, as long as he is not in default of payment.
In the event of resale, the claim from the corresponding legal transaction is hereby assigned to us in the amount of our invoice value.
We hereby accept the declaration of assignment.
(3) Notwithstanding our right of collection, the customer is revocably entitled to collect our claims in his own name in the ordinary course of business as long as none of our claims are overdue, in particular due to default of payment, suspension of payment, application for or opening of insolvency proceedings or other financial collapse of the customer.
4. the assertion of the retention of title as well as a seizure of the delivery items by us shall not be deemed a withdrawal from the contract.
5. we undertake to release the securities to which we are entitled at our discretion to the extent that their value exceeds the claims to be secured by more than 20%.

The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below.
2. the customer’s claims for defects presuppose that he inspects the goods delivered by us without delay.
If a defect is discovered during the inspection or later, we must be notified of this immediately in writing.
The notification shall be deemed immediate if it is made within 8 working days, whereby the timely dispatch of the notification shall suffice to meet the deadline.
Irrespective of this obligation to inspect and give notice of defects, the customer must notify us in writing of obvious defects (including incorrect and short deliveries) within 8 working days of delivery, whereby the timely dispatch of the notification is also sufficient to meet the deadline.
If the customer fails to carry out the proper inspection and/or report defects, our liability for the unreported defect shall be excluded.
3. if a defect is present, we are entitled to choose fulfillment in the form of rectification or delivery of a defect-free item.
The customer is not entitled to a specific type of subsequent performance. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.

Our liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and/or tort, shall be limited in accordance with this letter F insofar as fault is involved. 2. we shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Essential to the contract are the obligation to deliver the goods free of material defects in good time as well as obligations to provide advice and protection which are intended to enable the customer to use the goods in accordance with the contract or which are intended to protect the life and limb of the customer’s personnel or to protect the customer’s property from significant damage, in particular the relevant provisions of the Product Liability Act and pharmaceutical law. In addition, the limitations of this letter F do not apply to liability for intentional and grossly negligent behavior, for guaranteed characteristics and for injury to life, limb or health.

The place of performance and exclusive place of jurisdiction for all disputes arising from the customer relationship is our registered office in 73760 Ostfildern (Ruit), unless otherwise stated in the order confirmation. 2. the entire legal relationship between the parties is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods). 3. should individual contractual provisions be or become invalid in whole or in part or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.