General Terms and Conditions (GTC)

1. Scope and Exclusivity

1.1 These General Terms and Conditions (GTC) apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Our product range is specifically directed at pharmaceutical wholesalers, specialist retailers, clinics, nursing facilities, and pharmacies.

1.2 These GTC apply to all current and future business relationships, even if they are not explicitly agreed upon again.

1.3 We do not recognize any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. Our GTC shall apply even if we perform the delivery without reservation while being aware of the customer's conflicting terms.

2. Conclusion of Contract and Proof of Authorization

2.1 Our offers are subject to change and non-binding. This also applies if we have provided the customer with catalogs, technical documentation, or other product descriptions.

2.2 The ordering of goods by the customer shall be deemed a binding contractual offer. A contract is only concluded upon our written order confirmation or upon delivery of the goods to the customer.

2.3 Authorization to Purchase: The customer is obliged to provide us with a copy of their valid permit for trading in medicinal products (e.g., Section 52a AMG - German Medicines Act) or their pharmacy operating license unprompted upon the first order and upon request. Any changes, expiry, or revocation of these permits must be notified to us in writing immediately. We are entitled to suspend deliveries immediately if proof is missing.

3. Delivery Periods, Default, and Self-Delivery

3.1 Delivery dates or periods are non-binding unless they have been expressly agreed upon in writing as binding (fixed-date transaction).

3.2 Non-availability: Insofar as we are unable to meet binding delivery periods for reasons beyond our control (e.g., lack of self-delivery by sub-suppliers despite a congruent hedging transaction), we shall inform the customer immediately and state the estimated new delivery period. If the service is still unavailable within the new period, we are entitled to withdraw from the contract; any consideration already provided will be refunded.

3.3 Force Majeure: Events such as strikes, lockouts, operational disruptions, shortages of raw materials or energy, pandemics, or official measures shall extend the delivery period by the duration of the hindrance.

3.4 The occurrence of our delivery default is determined by statutory provisions, whereby a written warning by the customer with a reasonable grace period is required in any case.

4. Shipment, Passing of Risk, and Cold Chain Logistics

4.1 Delivery is made Ex Works (EXW Incoterms 2020). The risk of accidental loss and deterioration shall pass to the customer upon handover to the transport person.

4.2 Special Provisions for Cold Chain Goods (2°C - 8°C):
a) Goods requiring refrigeration will be shipped in validated thermal packaging or via specialized refrigerated logistics providers.
b) The passing of risk also occurs here upon handover to the carrier.
c) The customer is obliged to accept the goods immediately upon delivery, perform a temperature check (e.g., reading the data logger), and transfer the goods immediately to a suitable cold storage facility.
d) Refusal to accept cold chain goods is only permitted in the event of proven temperature deviation at the time of delivery.

4.3 If the goods are shipped at the request of the customer, the risk shall pass to the customer as soon as we have handed over the goods to the forwarder or carrier. This applies even if we organize the transport as a service or if the delivery is made "carriage paid" within Germany for a net invoice value of EUR 250.00 or more.

4.4 Costs: For a net invoice value of EUR 250.00 or more, we deliver "carriage paid" within Germany. For a net invoice value below EUR 100.00, we charge a handling fee of EUR 6.90.

5. Prices and Shortened Payment Terms

5.1 Our prices are in Euro, ex works, plus shipping costs and the applicable statutory value-added tax.

5.2 Payment Term: Invoices are due for payment without deduction within 8 days from the invoice date. Upon expiry of this period, the customer shall be in default without further notice.

5.3 We reserve the right to perform deliveries only against advance payment or cash on delivery, particularly in the case of new customers or justified doubts regarding creditworthiness.

5.4 If the payment deadline is exceeded, default interest in the amount of 8 percentage points above the base interest rate and a default lump sum pursuant to Section 288 (5) BGB shall apply.

5.5 A right of retention or set-off is only permitted with undisputed or legally established claims.

5.6 We are entitled to assign claims from our business relationships to third parties (e.g., factoring companies).

6. Extended Retention of Title

6.1 The goods remain our property until full payment of all current and future claims arising from the ongoing business relationship (reserved goods).

6.2 The customer is obliged to handle the reserved goods with care, to insure them sufficiently at replacement value against fire, water, and theft at their own expense, and to strictly comply with GDP (Good Distribution Practice) storage conditions.

6.3 The customer is entitled to resell the reserved goods in the ordinary course of business. However, the customer hereby assigns to us all claims arising from the resale in the amount of the final invoice total (including VAT). We accept the assignment.

6.4 We undertake to release securities at the request of the customer if their realizable value exceeds the secured claims by more than 10%.

7. Duty of Inspection and Defect Claims

7.1 The customer must inspect the goods immediately upon receipt in accordance with Section 377 of the German Commercial Code (HGB).

7.2 Preclusion Period: Notices of defects must be received by us in writing within 3 working days after receipt of the goods (in the case of hidden defects, within 3 working days after discovery). If the notification is not made in time, the goods shall be deemed approved.

7.3 In the event of justified defects, we shall, at our discretion, provide supplementary performance by repair or replacement.

7.4 Warranty is excluded if the customer has demonstrably stored the goods improperly (especially interruption of the cold chain or violation of storage instructions according to the product information).

8. Returns and Product Acceptance

8.1 Due to statutory requirements for drug safety and quality assurance, the return of properly delivered, defect-free goods is generally excluded.

8.2 Should we agree to a return as a gesture of goodwill in individual cases, the goods must be in their original packaging, unopened, and undamaged. For cold chain goods, a goodwill return is generally excluded due to the non-verifiable storage history at the customer's site.

9. Liability

9.1 We are liable without limitation in cases of intent, gross negligence, and for damages resulting from injury to life, body, or health.

9.2 Liability under the German Medicines Act (AMG) and the Product Liability Act remains unaffected.

9.3 In cases of simple negligence, we are only liable for the breach of essential contractual obligations (cardinal obligations), limited to the foreseeable, contract-typical damage.

10. Final Provisions

10.1 The place of performance for all obligations arising from the contractual relationship is our registered office.

10.2 The exclusive place of jurisdiction is our registered office. However, we are also entitled to sue the customer at their general place of jurisdiction.

10.3 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

10.4 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected (Severability Clause).