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GTC

General Terms and Conditions

Sales conditions

A. General

1. We only deliver products under the following sales, payment, and delivery conditions, even if we do not refer to these later on in an individual instance during an ongoing business relationship. Any contradictory customer Terms and Conditions do not apply. 2. Our offers are considered non-binding. Contracts will only be considered accepted once they have been confirmed by us. Our order confirmation is considered final if we do not receive a written objection within 14 days after the date of our order confirmation.

B. Delivery

1. Deliveries are sent directly from stock. Goods may be sent to another destination (sales shipment) upon request by and at the cost of the customer. The customer shall bear the costs of shipment if not otherwise agreed in writing or if the following clause 2 applies. The choice of delivery route and method remains at our discretion. The transport risk is borne by the customer. 2. Delivery above a net invoiced value of 240.00 EUR (for chemists) or 600.00 EUR (for wholesalers) will be completed within the Federal Republic of Germany free of charge to the recipient. 3. Additional costs incurred by special delivery requests on the part of the customer are his/her responsibility. Orders to a value below the sums mentioned under clause 2 are subject to a flat-rate postage and packaging charge. 4. Postage and packaging for shipments abroad are payable by the customer. 5. If delivery is rendered difficult or impossible due to acts of God, official acts, business closure, strike, fire, machine breakdowns, or similar circumstances for which we are not responsible, we will be released from our delivery obligations for the duration of such impediment and its after-effects. If the impediment to the delivery lasts for more than two months due to one of the above events, both we and the customer are entitled to withdraw from the agreement with respect to services not yet performed.

C. Prices, payment conditions

1. Compensation owed by the customer for ordered goods shall be calculated based on the prices for the ordered goods valid on the date of delivery in EURO plus the statutory VAT applicable in Germany on the date of invoicing. 2. The purchase price is due for payment within 14 days from the invoicing date without deductions. A 2% discount shall be granted for advance payments, and a 3% discount for direct debits. 3. If there is a delay in payment, the customer shall pay default interest of 8% APR above the respective base interest rate of the European Central Bank (EZB) on the invoiced amount. 4. Retention of payments or offsetting against existing customer counter-claims shall be excluded, with the exception of undisputed claims or claims that have been established in a court of law. If there are defects in the goods, the customer's rights shall remain unaffected.

D. Retention of ownership

1. The goods delivered shall remain our property until complete fulfilment of all claims from our entire business relationship with the customer (reserved goods). Such reserved goods shall be considered a security for our outstanding balances in ongoing business relationships. 2. The customer is entitled to resell goods owned by us in the proper course of business at normal conditions, as long as it has not fallen into payment default. If the customer decides to resell the goods, they hereby already assign us claims resulting from the relevant transaction in the amount of our invoiced value. We hereby accept the declaration of assignment. 3. Apart from our authority to collect, the customer is entitled to collect our claims in its own name as part of the proper course of business, as long as none of our claims become overdue, in particular due to delayed payment, cessation of payment, applications for or opened insolvency proceedings, or other financial collapse suffered by the customer. 4. If we assert a retention of ownership or seize the delivered goods, this shall not be considered withdrawal from the agreement. 5. We hereby undertake to release the securities to which we are entitled at our own discretion insofar as their value exceeds the claims to be secured by more than 20%.

E. Guarantee and notice of defects

1. The statutory provisions apply to the customer’s rights with respect to material and legal defects (including incorrect and reduced deliveries), if not otherwise established in the following. 2. In order for the customer to submit a notice of defects, they must inspect goods delivered by us promptly. If a defect becomes apparent during the inspection or at a later time, we must be informed of this promptly and in writing. The notification will be considered prompt if it is delivered within 8 business days, whereby prompt sending of the notification shall be considered fulfilling this deadline. Independent of this duty to inspect and deliver a notice of defects, the customer must notify us of obvious defects (including incorrect or reduced deliveries) within 8 business days from the date of delivery, whereby prompt sending of the notification shall also be considered fulfilling this deadline. If the customer fails to inspect the delivery and/or submit a notice of defects promptly, our liability shall be excluded for defects of which we are not notified. 3. If there is a defect, we are entitled to fulfil the delivery at our own discretion either in the form of a repair or delivering goods free from defects. The customer shall have no claim to a specific type of supplementary fulfilment. If the delivery fails, e.g. if it is impossible or unreasonable to complete the delivery, or if the repair or replacement delivery is rejected or inappropriately delayed, the customer can withdraw from the agreement or reduce the purchase price appropriately.

F. Liability

1. Our liability for claims for damages, for any legal reason, in particular because the delivery is impossible, delayed, defective, or incorrect, because the contract is violated, because obligations are violated during contractual negotiations, and/or because of inadmissible action, insofar as we are not culpable for this, is restricted in accordance with this letter F. 2. We are not liable for cases of simple negligence by our bodies, legal representatives, employees, or other agents, insofar as this negligence does not represent a violation of cardinal contractual obligations. Cardinal contractual obligations include the obligation to provide prompt delivery of goods free from significant defects as well as advising and protective obligations intended to allow the client to use goods in accordance with the contract, or intended to protect the body and life of the customer's personnel or protect their property from significant damage, in particular relevant regulations of the Product Liability Act and the Pharmaceutical Act. In addition, the restrictions of this letter F do not apply to our liability due to intentional and grossly negligent behaviour, for guaranteed characteristics and features, as well as due to injury to life, health, or body.

G. Place of fulfilment and place of jurisdiction

1. The place of fulfilment and exclusive place of jurisdiction for all disputes arising from the customer relationship is our company headquarters in 73760 Ostfildern (Ruit), insofar as not otherwise indicated in the order confirmation. 2. All legal relationships between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention. 3. If individual contractual conditions are or become invalid in whole or in part, or if they include a gap, the other provisions shall remain unaffected. The parties hereby undertake to conclude a legally permitted regulation in place of the invalid regulation coming as close as possible to the economic purpose of the invalid regulation or filling in this gap.