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General Terms and Conditions
Valid as at January 2008
1. Applicability
These general terms and conditions are applicable only
in relation to enterprises in the sense of § 14 Civil
Code (BGB). They take into account the particular characteristics
of the supplier relationships in the pharmaceutical
trade between manufacturer, wholesaler and pharmacy,
Thus, they shall apply to all business relationships,
also in the future, between AxiCorp GmbH as well as its subsidiaries on the one hand and their customers on the other hand. General
Terms and conditions of our customers which deviate
from, or are contrary to, our own shall not apply even
when we are aware of same and nevertheless conclude
the business transaction. We are entitled to amend these
general terms and conditions for the future. Amendments,
as from their initial date of validity, shall become
an integral part, also of current orders if the customer,
notwithstanding special notification in respect to his
right to object, fails to exercise this right to object
against the amendment within one month of said notification.
Individual agreements shall apply only in the respective
individual case unless otherwise agreed.
2. Orders and the Conclusion
of Contracts
Our offers are subject to being unsold. The contract
shall only come into force after we have confirmed the
customer's order, issued an invoice or delivered the
goods. If the customer orders from us medicaments, narcotics
or other goods that are subject to official restrictions
in regard to their use or distribution, the order is
simultaneously deemed as confirmation that the customer
is in possession of the respective permits to use, trade
in or distribute said goods. We are entitled, in individual
cases, to demand proof of this prior to delivering the
goods. We shall delay delivery until receipt of said
proof. Should the customer fail to produce proof, he
shall be deemed in arrears in regard to acceptance.
3. Payment
The due amount is payable in full within 10 days after
receipt of the invoice unless otherwise agreed in individual
cases or in respect of a particular transaction. On
expiry of this period, the customer is in arrears. Payment
shall be effected not in cash but by bank transfer to
one of our business accounts indicated on the invoice
Our employees are not authorised to receive payments.
Exceeding the due date of payment will initiate the
dunning process.
4. Retention of Title
We retain title to the goods until all outstanding payment
claims against the customer, also from earlier or later
business transactions, have been fully met. The customer
is entitled to dispose over the goods in the proper
course of business. The customer, in turn, shall retain
his title to those goods subject to our retention of
title in the event that they are resold and not immediately
paid for. Moreover, as security, he already at this
point assigns to us all claims to the purchase price
up to the amount of our outstanding claim. We are entitled
to reveal the assignment and retention of title to third
parties and to demand payment or return to us as soon
as the customer falls into arrears in the settlement
of a secured payment claim. On Request, the customer
shall be obliged to furnish us with the necessary information
without delay and to provide us with the required documents
of proof. The customer is obliged to notify any third
parties wishing to exert rights in respect of the goods,
in particular in the event of compulsory enforcement
measures, of our retention of title or the assignment
of claims and to inform us of these circumstances immediately,
supplying all the information necessary to enable us
to protect our rights, and to furnish us with the corresponding
documents of proof.
5. Release of Securities
If the value of the securities assigned to us is more
than 20% in excess of our claims against the customer,
we shall be obliged, on request of the customer, to
release securities , chosen at our discretion, to the
corresponding excessive amount.
6. Prices and Discounts
The respective net prices published via the IFA media
(Lauertaxe) valid on the day of delivery, plus Value
Added Tax, shall apply. If the goods are not listed
in the Lauertaxe, our respective prices valid on the
day of delivery, plus VAT, shall apply. Should these
prices be more than 10% higher than the price on the
day of delivery, the customer, immediately after notification
of the new price, shall be entitled to withdraw from
the contract. Packaging and transportation costs may
be charged for separately. Discounts or individual terms
of delivery agreed between us and our customers shall
be regarded as special agreements. The granting of block
prices is dependent upon acceptance of the agreed overall
quantity of the block deliveries within the agreed period
of time.
7. Off-setting and Withholding
Rights
Offsetting against our payment claims is only permissible
in so far as the claims of the customer are undisputed
or legally stipulated. A withholding right on the part
of the customer is excluded unless the counterclaim
arises from the same contractual relationship and is
undisputed or legally stipulated.
8. Dispatch, Transfer of
Risks, Packaging
The delivery of the goods is effected ex-warehouse with
notification of setting aside and readiness for pick-up.
If dispatch to the customer has been agreed, this is
executed without insurance at the customer's risk. The
mode of transportation will be chosen at our discretion.
The customer shall ensure that precautionary arrangements
are made to protect the goods delivered against unauthorized
access. The transport containers belonging to us shall
be handled with care and returned to us without delay.
9. Returns and Credit Notes
Apart from guarantee, our customers are also able to return goods ordered from AxiCorp Pharma GmbH provided our conditions for return are met. These conditions shall be provided to customers on request either from our Service Hotline or by post or email. Alternately, the conditions can be found under the following link.
10. Warranty
The warranty rights of the customer are dependent on
his having fulfilled his duties to examine the goods
and report any defects in accordance with § 377 of the
Commercial Code (HGB). In the event of defects, we shall
initially fulfil our warranty by rectification, which
may take the form of cure or replacement according to
our discretion. Should rectification fail, the customer
shall be entitled to claim a reduction on the purchase
price or - if the defect is considerable - he may choose
to withdraw from the contract. Any claims for compensation
of damages incurred as a result of defects are limited
in the following under point 11. All claims on the part
of the customer arising from defects shall expire one
year after delivery of the goods. This shall not apply
in the event that we concealed said defect with malicious
intent.
11. Liability
Our liability in respect of breach of contract, material
defect liability or tort is limited to deliberate intent
and gross negligence and only includes compensation
within the scope of typically expectable damage. This
shall not apply in the event of injury to life, limb
and health, nor to claims in respect of the violation
of cardinal obligations und damages caused by delay
(§ 286 of the Civil Code - BGB). Thus far we are liable
for every degree of default. In so far as it is a matter
of damages not arising from injury to life, limb and
health, we shall be liable only within the scope of
typically expectable damage. Regulations according to
the Product Liability Act and the German Pharmaceuticals
Act shall remain unprejudiced.
12. Terms of Deliver and
Periods of Grace
If no firm delivery date has been agreed, delivery is
effected within two weeks after the conclusion of the
contract. In so far as the customer has assumed the
duty to collaborate, the period shall not begin before
fulfilment of said obligation. Partial deliveries are
permissible. We shall also be entitled to effect delivery
before the agreed delivery date. Even if we have confirmed
a given delivery date, this confirmation shall be subject
to the circumstance that we ourselves receive correct
and prompt delivery. Delays in delivery that are no
fault of ours ( e.g. act-of-god, operational disruptions,
scarcity of raw material , transportation hindrances,
legal or official limitations) shall free us from the
obligation to deliver for the duration and within the
scope of the disruption. We shall be entitled to withdraw
from the contract if the disruption is predictable to
last longer than one month. The customer, after granting
a reasonable extension of the delivery period, is entitled
to withdraw from the contract if, because of the delay,
he is no longer interested in the fulfilment of the
contract. The stipulation of a deadline in the aforementioned
cases (§323 Section 2 and 4; § 326 Section. 5 BGB) is
not required. Any claim to compensation of damages or
expenses is excluded. In so far as the assertion of
the rights of the customer is dependent on the stipulation
of a reasonable period of grace, the latter shall be
set at a minimum of two weeks.
13. Data Protection
We process and save data known to us in relation to
the customer in so far as this is useful for the business
relationship.
14. Place of Fulfilment
and Court of Jurisdiction
The place of fulfilment for all obligations arising from the business relationship is Friedrichsdorf. In so far as the customer is a business, a legal
entity under public law or a special, legal public asset,
the exclusive court of jurisdiction is Bad Homburg vor
der Höhe.
15. Severability Clause
If individual stipulations of the above shall be or
become ineffective, the effectiveness of the remaining
stipulations shall remain unaffected.
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