General Terms and Conditions (GTC)
These General Terms and Conditions of Sale shall be valid as of the date stated and replace all previously valid general terms and conditions of sale.
All deliveries, services and offers are exclusively subject to these General Terms and Conditions. They shall also apply to all future business transactions even if they are not specifically agreed on.
2. Subject matter of the contract
2.1 Our offers are without engagement. The contents of agreements are specifically subject to the contents of our order acknowledgments and/or the delivery note as well as these General Terms and Conditions of Sale. All orders and oral agreements are only binding if they are confirmed in writing or if we fulfil them by sending the goods.
2.2 The current list of products and services shall apply.
2.3 All details stated on our product lists and in other promotional material only serve the purpose of providing product and company information; such details shall only become the subject matter of a contract if this is specifically agreed in writing.
3.1 Our price list is subject to alteration; prices are net prices and only apply to the domestic market.
3.2 The prices stated on our price lists and other general information materials are net prices; they are non-binding and subject to alteration. If not specifically agreed otherwise, the price valid on the day the goods are ready for shipment shall apply, i.e. in the case of prescription medication, the “Lauer” price applying to the respective “Lauer-Taxe” trade level in connection with the applicable regulations of the German drug price regulations. For goods which are not subject to the “Lauer-Taxe”, the price stated on our price list shall apply. All prices are net prices including packaging, excluding despatch prices (postage, freight) and excluding value-added tax.
4.1 If not agreed otherwise, delivery is made ex works/ex stock at our headquarters at the customer’s expense and risk. If the customer requests delivery in a special manner or by express, any extra costs shall be at the customer’s expense. The customer bears the risk as soon as we hand over the goods to a duly selected carrier (forwarding agent, haulier, post, package service) or to the person designated for the despatch. Our delivery commitment shall be deemed fulfilled as soon as we hand over the goods.
4.2 We are entitled to deliver part consignments to a reasonable extent.
4.3 Unless agreed otherwise in writing between us and the customer, all delivery dates and deadlines are non-binding. The term of any delivery deadlines agreed in writing begins on the date of the agreement unless the customer is requested to pay in advance. In this case, the deadlines agreed begin as soon as we receive payment.
4.4 Any visible transport damage must be reported to us and the carrier responsible for transport (forwarding agent, hauler, package service etc.) immediately; any hidden transport damage must be reported to us and the carrier in writing by the customer within 4 days after delivery. The customer is obliged to check the consignment immediately for completeness and conformity with the order/delivery documents and to report any damage or deviation at once. If the customer fails to do so, the consignment shall be deemed approved.
4.5 If our suppliers do not deliver the goods ordered by our customers or if they do not deliver in time, we shall not be in default because of this delay, unless we are responsible for the untimely delivery delay. If the delivery to us of goods ordered by our customer is delayed by more than 6 weeks, or if it is clear that our suppliers will not deliver the goods to us without us being responsible for this, we are entitled to withdraw from the contract. If one of our suppliers fails to deliver the whole or a part of the goods without this being our fault, we are not obliged to purchase from a third party unless this is possible without causing us any considerable financial or time-related expense or effort.
4.6 In the case of Act of God and other incidents which, while acting with due care and diligence, cannot be foreseen or prevented, e.g. strikes or lockouts, import and export bans, other measures or sanctions taken or imposed by the authorities, war or war-like conditions which prevent us from delivering the goods at fixed or unfixed dates or within fixed or unfixed deadlines through no fault of ours, such dates and deadlines shall be extended by the above-mentioned Act of God period or incident period. If the delay caused by such incidents exceeds a period of six weeks, we and/or our customer may withdraw from the contract regarding the respective scope of performance. If, due to the above-mentioned Act of God or other incidents, we cannot partly or fully deliver the goods, we shall be exempt from the obligation to deliver and entitled to withdraw from the contract. Any legal rights of withdrawal shall remain unaffected. The customer has no rights to claim for damages in cases mentioned in Nos. 5.5 and 5.6.
4.7 If the customer is in default of acceptance or causes a debtor’s delay, or if he culpably contravenes his duty to cooperate, we shall be entitled to claim for the damage caused including any extra costs. Further rights and claims shall remain reserved. If the conditions mentioned in sentence 1 above are given, the risk of any accidental decay or incidental deterioration of the purchased goods shall pass to the customer at the point of time at which he is in default of acceptance or causes the delay.
4.8 Orders with a delivery value of EUR 100.00 or more, i.e. after deducting VAT and any applicable discounts, will be delivered franco domicile including packaging within the Federal Republic of Germany at the cheapest method of shipment of our choice. Extra costs caused by special requests shall be charged.
4.9 The delivery charge for orders with a delivery value below EUR 100.00 shall be charged at EUR 6.90.
4.10 Delivery is deemed to have been made as soon as the goods are duly passed on to the post, railway, package delivery service or forwarding agent. From this moment, the risk shall pass over to the buyer.
5.1 Unless arranged otherwise, the invoice amount in full shall be due for payment within 10 days of the date of invoice.
5.2 If the term of payment is exceeded we have the right to charge interest in the amount of the usual bank debit rate but at least at 8 % above the base rate as well as EUR 5.00 dunning costs, and we reserve the right to claim further damages.
5.3 Payment shall be deemed to have been made as soon as we have received the funds (receipt of payment).
5.4 In individual cases we reserve the right to ask for cash on delivery or payment in advance.
5.5 We use the SEPA direct debit method for receivables. If the customer has arranged a SEPA direct debit for us or if we make us of an existing SEPA direct debit arrangement, the invoice amount shall be debited immediately after the delivery of the goods.
5.6 The use of bills of exchange requires our consent; any expenses or costs and the risk of timely presentation and possible protest are borne by the buyer.
5.7 The buyer shall only be entitled to offset or retain payment in case of undisputed or legally assessed claims.
6. Reservation of title
6.1 The goods sold to the buyer shall remain our property until full payment of the amount resulting from the business relation has been made. The buyer shall be entitled to use the goods purchased in an ordinary course of business. Claims against third parties resulting from the sale of the goods are hereby assigned to us in the amount of our possible joint ownership share as security.
6.2 The buyer shall be entitled to redeem these to cover our invoice until we cancel or revoke our claim. The buyer shall not be entitled to assign such claims even if he wishes to collect the amount due by means of factoring unless the factor is, at the same time, obliged to pay the amount claimed to us if we still have open invoices with the buyer. If third parties have access to goods or claims which are still our property, the buyer shall inform us immediately by registered mail.
6.3 The reservation of title does not denote a withdrawal from the contract. The goods and the claims arising from the deal may in no case be pledged to third parties or transferred or assigned for security reasons.
7. Warranty and liability
7.1 The buyer is obliged to check the delivered goods upon receipt; the goods shall be deemed as accepted. Complaints shall only be considered if they are made within 4 weeks after the receipt of the goods – in the case of hidden deficiencies once they are noticed – in writing including evidence.
7.2 The seller’s warranties are restricted to taking back the goods and replacing them by flawless goods. If, upon the buyer’s request, the goods are not replaced by flawless goods within three weeks, the amount paid for the goods shall be refunded to the buyer.
7.3 Any other warranty or rights to claim damages are excluded. We do not provide any warranty for damages to the goods caused by inappropriate handling, transport or storage unless such damages are due to faults made by us.
7.4 Objected goods may only be returned to us with our explicit agreement.
8. Assignment, collection
8.1 We shall be entitled to assign any claims with customers to third parties e.g. for financing purposes.
8.2 Irrespective of No. 8.1, we shall also be entitled to involve a registered collection agency in the case of default of payment. The customer is obliged to refund any costs, as damage caused by the delay of payment, arising from the involvement of a collection agency in an appropriate manner.
9. Return of goods
The return or replacement of duly delivered goods shall only be possible on the basis of the respectively applicable version of our special return regulations.
10. Place of performance, place of jurisdiction and applicable law
10.1 Unless agreed otherwise, the place of performance for our services shall be the place of our headquarters.
10.2 The place of jurisdiction shall be the court responsible for our headquarters (business location). However, we shall be entitled to sue customers at their place of residence or business if we wish to do so.
10.3 The laws of the Federal Republic of Germany shall apply exclusively. The UN purchasing rights (CISG) are explicitly excluded.
10.4 If any of the clauses in this contract become invalid, the remaining clauses shall remain unaffected. The respective clause shall be replaced by a valid clause the purpose of which is as close as possible to the previous invalid clause.
11. Saving data
Customer data are saved and processed electronically if such data are necessary for business purposes and permissible according to the German data protection laws.
12. Final provisions
12.1 Any changes and additions to these General Terms and Conditions must be made in writing and agreed by both parties. This shall also apply to arrangements regarding the requirement of written form. Any deviating terms of the buyer are only permissible if they are agreed in writing. Otherwise such terms are excluded even if we do not explicitly object to them.
12.2 If an agreement or clause of these terms becomes partly or fully invalid, the validity of the remaining clauses shall not be affected. In such a case the parties undertake to replace the invalid clause y a valid clause the purpose of which is as close as possible to the previous invalid clause.