General terms and conditions of sale and delivery

1. GENERAL

1.1. The following terms and conditions apply to all business relationships with our customers, including consulting services, unless otherwise agreed.

1.2. Our customer's terms and conditions of business shall not apply, even if we have not expressly contradicted them.


2. OFFERS AND ORDERING

2.1. Our offers are non-binding and subject to change without notice, unless expressly agreed otherwise. They represent an invitation to the customer to submit an offer to conclude a contract. We will decide on acceptance within 4 weeks.

2.2. Supply contracts are only concluded through our written order confirmation; alternatively, we can also declare acceptance by dispatching the goods.

2.3. Verbal agreements and agreements made by telephone are only binding if they are confirmed by us in writing. Advice provided by our employees is only binding if it is confirmed in writing.


3. PRICES AND TERMS OF PAYMENT

3.1. Unless otherwise agreed in writing, our prices are ex works. All prices are quoted in EURO and do not include statutory VAT plus packaging, special transport costs, toll fees, freight beyond the German border, customs, insurance and other expenses in connection with the delivery, e.g. costs for service providers in cases of shipment to embargoed countries.

3.2. We reserve the right to increase our prices accordingly if, after the conclusion of the contract, cost increases occur, in particular due to collective agreements or increases in the price of materials, and if there are at least 4 months between the conclusion of the contract and the planned delivery.

3.3. Payments are due without deduction within 30 days of the date of the invoice.

3.4. Payments due which are not covered by a bank guarantee will bear interest at 5% per annum. In the event of default, the statutory default interest shall accrue in any case in the amount of currently 9% points above the base rate in accordance with § 247 BGB p. a.

3.5. Cheques or bills of exchange are not accepted.

3.6. If the customer defaults on a payment by more than 2 weeks, we shall be entitled to make all claims due and payable and to switch the customer to advance payment. If, prior to delivery, we become aware of circumstances which suggest a sustained deterioration in the creditworthiness of the customer, in particular the attempt to settle debts out of court, the application for insolvency proceedings or a payment moratorium by the customer or third parties and similar events which call the creditworthiness into question, we are entitled to demand advance payment before production or delivery.

3.7. The customer is not entitled to independently exercise deductions, reductions or a granted credit extension or set-off, unless the customer's counterclaim is undisputed or legally.


4. DELIVERY

4.1. Delivery times are calculated from the date of the order confirmation. They presuppose the fulfilment of the customer's own contractual and cooperation obligations including payment agreements and the mutual clarification of all product-related requirements and details. Delivery is complied with upon notification of readiness for dispatch. If the customer has to provide goods, the deadlines shall only run subject to the provision of goods in due time.

4.2. Deliveries are effected ex works (INCOTERMS 2010) from our respective manufacturing plant. The risk is transferred to the customer when the goods are made available for dispatch.

4.3. The goods are packed for dispatch, delivery and storage in accordance with the order confirmation. The costs associated with special packaging at the customer's request will be invoiced separately by us at cost price.

4.4. The costs for transport, toll fees, insurance, including import, customs and value added tax are to be borne by the customer.

4.5. If dispatch is delayed at the request of the customer, the customer will be invoiced for the costs incurred by storage, beginning 20 days after provision, together with the cost price of storage, but at least 10 €/month and pallet space.

4.6. Partial deliveries are permitted, as far as is reasonable.

4.7. The customer shall bear all costs and disposal obligations associated with the disposal of the sold, defect-free product.


5. LEGAL REGULATIONS

5.1. The customer is responsible for the observance of legal and official regulations during the further transport, use and labelling of our goods. We do not assume any guarantee for saleability in the country of use. Unless otherwise agreed, regulatory issues around the intended use by the customer shall be resolved by the customer alone.

5.2. The costs incurred due to an official or court order to withdraw a product or recall individual products from the market shall be borne solely by the customer, unless we are at fault.


6. LIABILITY FOR MATERIAL DEFECTS

6.1. The customer shall inspect the delivered goods - insofar as reasonable and in accordance with the state of the art, including by means of trial processing or destructive testing - immediately upon receipt for defects, incorrect delivery and quantity deviations.

6.2. We are obliged to deliver goods of average type and quality. Deviations customary in trade are expressly reserved, as are production-related excess or short deliveries of up to 10%.

6.3. Obvious complaints must be reported to us in writing without delay, but at the latest within 5 days of receipt of the goods, otherwise, i.e. in the case of hidden defects, immediately after they have come to the customer's attention. The defects must be described in detail by the customer. We reserve the right to inspect rejected goods for defects before we accept the claims.

6.4. The warranty period is 2 years from the transfer of risk. A guarantee for a minimum remaining period of use is not given. No guarantees are given by us.

6.5. In the case of defective deliveries for which we are responsible, we have the right to choose between repair or replacement. Should the defective goods have contained components provided by the customer, the customer may invoice us for these at their prime costs.

6.6. A period of at least 20 working days must be allowed for subsequent performance.

6.7. If rectification or replacement is not possible or has ultimately failed, which is presumed after two attempts at subsequent performance, the customer may demand a reduction in price, which in the case of a continuing business relationship is issued in the form of a credit note, or withdraw from the contract with regard to the specific defective goods, but not completely with regard to e.g. a framework agreement or entire delivery lots or batches.
Further claims resulting from the breach of contractual or ancillary contractual obligations, in particular for compensation for lost profit, damage caused by defects or consequential damage caused by defects, regardless of the legal basis, are excluded except in the case of wilful intent or gross negligence; Art. 7 remains unaffected.


7. LIABILITY

7.1. In the case of goods which are produced at the customer's request according to their specifications and with their features, the customer, as the person responsible for the product, assumes product liability towards third parties under domestic or foreign law. They shall be responsible for the processing and possible settlement of all claims, including the necessary costs of defence, which third parties may make in relation to the product and shall indemnify us against such claims and the associated costs on first request.

7.2. We are liable for intent or gross negligence within the scope of the statutory provisions, as well as for damage to life, limb or health. Liability for slightly negligent breaches of duty is excluded except in the case of the existence of a material contractual obligation. In the event of a breach of material contractual obligations not caused intentionally or by gross negligence, our liability is limited to the foreseeable damage typical for the contract. Material contractual obligations are understood to be the fundamental, elementary obligations arising from the contractual relationship which are of particular importance for the proper execution or fulfilment of the contract or which have a very significant influence on the relationship of trust existing between the parties.

7.3. Except in the case of intent or gross negligence, claims for damages by the customer due to delay or impossibility of delivery shall be limited to 1/3 of the purchase price of the delayed or missing part of the delivery.

7.4. Sections 474 et seq. BGB shall not apply if the product is an intermediate product which is only produced to the final product by further processing steps on the part of the customer.


8. FORCE MAJEURE

8.1. The contracting parties shall not be responsible for any failure to perform or delay in performance of their obligations due to force majeure. Force majeure shall be deemed to be in particular war, warlike actions, embargo, fire, flood, transport blockage, accident, explosion, impossibility of procurement or shortage of raw materials and supplies through no fault of the supplier, lack of production facilities through no fault of the supplier, prohibition of import or export of the contractual products, legal orders, rationing of the contractual products, strike, lockout and other work difficulties for which we are not responsible and which affect production or transport, as well as the non-culpable delay in the delivery of raw materials required for their production or other circumstances beyond the control of the contractual parties.

8.2. In the event of an impending or actual event of force majeure, the party directly affected shall immediately inform the other party of this event, its extent and presumed duration.


9. COMMERCIAL PROPERTY RIGHTS

9.1. It is the customer's responsibility to observe industrial property rights if they have provided the brand, design, technical solutions, expertise or similar or if we have expressly manufactured the goods or packaging for the customer according to their specifications or wishes.

9.2. If we make suggestions to the customer, these are not checked for possible infringements, unless we have given a written guarantee or warranty for the possibility of use.

9.3. If claims are asserted against us by third parties due to an alleged infringement of industrial property rights for which the customer is responsible in accordance with the above provisions under 1 or 2, the customer shall indemnify us against all claims upon first request; this shall also apply to possible frustrated expenses, e.g. for production or disposal of goods or packaging materials.


10. RETENTION OF OWNERSHIP

10.1. The delivered goods shall remain our property until all receivables from the customer have been paid in full.

10.2. The customer may only dispose of our reserved goods in the ordinary course of business and only as long as they meet their obligations arising from the business relationship with us in due time.

10.3. All claims from the resale of goods to which we are entitled to ownership rights are hereby assigned by the customer as security to the extent of our ownership share in the goods sold. Processing is carried out for us.

10.4. The customer shall be entitled to demand the release of the securities insofar as their realisable value exceeds the value of the claim to be secured by 10%.

10.5. The customer is entitled to collect the claims from resales as long as they duly fulfil their obligations to us. The customer is obliged to inform us immediately in the event of a seizure or other impairment of the security interest by third parties. The costs incurred by an intervention shall be borne by the customer.


11. PLACE OF EXECUTION, PLACE OF JURISDICTION, APPLICABLE LAW

11.1. The place of performance for all rights and obligations arising from the contractual relationship is the registered office of our company.

11.2. For all legal disputes arising from the contractual relationship, the place of jurisdiction for business transactions with merchants shall be determined according to our registered office.

11.3. German law shall apply to the exclusion of the UN Sales Convention.


12. DATA PROTECTION

12.1. We observe the current data protection regulations, in particular the GDPR and BDSG (Federal Data Protection Act).

12.2. The customer agrees to the automated processing of the data of all orders, deliveries and complaints. We do not use the customer's data for purposes other than the initiation, implementation and post-processing of the contract required.


13. CONFIDENTIALITY AND ADVERTISEMENT WITH THE BUSINESS RELATIONSHIP

13.1. The customer undertakes to keep the terms and conditions of the business relationship confidential.

13.2. Advertising with the business relationship is only permitted if we have agreed to this in writing.


14. SALVATORY CLAUSE

Should individual provisions of these terms and conditions of sale and delivery be or become invalid, the other provisions shall remain in full force and effect. The ineffective clauses are to be replaced by mutual agreement by those which come as close as possible to the economic or legal result.

 

Dr. Kleine Pharma GmbH
Bessie-Coleman-Straße 13 • 60549 Frankfurt am Main
Tel: +49 (0) 69 6540 272 109 • Fax: +49 (0) 69 6540 272 110

Dr. Kleine Pharma GmbH
Bessie-Coleman-Straße 13 • 60549 Frankfurt am Main
Tel: +49 (0) 69 6540 272 109 • Fax: +49 (0) 69 6540 272 110