General Terms and Conditions (GTC)
For manufacturers, hospitals and resellers
Scope of application
These General Terms and Conditions (hereinafter referred to as GTC) apply exclusively to sales to manufacturers, hospitals and resellers, in particular wholesalers and pharmacies. We shall only recognise terms and conditions of the purchaser that conflict with or deviate from these GTC if we expressly agree to their validity in writing. These General Terms and Conditions shall also apply to all future transactions with the Purchaser, insofar as these are legal transactions of a related nature.
Offers
We deliver without minimum order value and minimum quantity.
All offers are subject to change without notice, unless they are expressly designated or agreed in writing as binding. All offers are expressly subject to price changes as a result of changes in the manufacturer's/wholesaler's selling/purchasing price and exchange rate fluctuations.
Unless otherwise agreed in writing, all agreed delivery prices are net prices excluding the value added tax applicable at the time of invoicing and in the respective country and excluding transport/shipping and other logistics costs.
Orders
Orders placed by the buyer are accepted by confirming and sending an electronic order form or by transmitting the order in writing or by telephone and shall only be deemed to have been accepted when confirmed by us in writing. The order confirmation shall be replaced by the invoice or the dispatch of the goods when the order is executed. Orders shall be accepted exclusively by our order acceptance department. We reserve the right not to accept and execute orders without giving reasons. In such a case, the customer will be informed immediately.
Delivery periods
Unless designated as binding or agreed in writing, all delivery dates stated are non-binding. Agreed delivery periods shall be deemed to have been met if the delivery is dispatched by the agreed date. Unforeseen obstacles to delivery, such as cases of force majeure, lockouts, strikes, breakdowns of the public energy, telephone or data line network in our own company, which cannot be averted by us despite reasonable care, shall extend the delivery date or agreed delivery periods by the period of time necessary to remedy the circumstances. The same applies to delivery difficulties and supply bottlenecks. If the hindrance lasts longer than 8 weeks, we are entitled to withdraw from the contract.
Subject to our own fault, we shall not be in default vis-à-vis the customer in the event of non-delivery or late delivery and shall be entitled to withdraw from the contract.
Delivery & Transfer of Risk
Unless otherwise agreed, we deliver for the account and at the risk of the buyer. Partial deliveries are permissible, the buyer does not incur any additional shipping costs. Transport insurance shall only be taken out at the request and expense of the buyer. In the absence of any agreement to the contrary, the risk shall pass to the buyer as soon as we hand over the goods to the forwarding agent, carrier or other person designated to carry out the shipment. If the shipment is delayed due to circumstances for which we are not responsible or if the buyer does not accept the goods in time although they were offered to him, the risk shall pass to the buyer upon receipt of the notification of readiness.
Storage regulations, in particular cooling and temperature regulations, must be monitored and complied with by the buyer for goods within his area of responsibility. The delivered goods may no longer be used after the expiry date. The purchaser is responsible for this.
The supplier may only assert a right of retention with regard to the delivery of goods insofar as it is based on claims from the same contractual relationship that are undisputed, ready for a decision or legally established. Offsetting is only possible if the supplier's claim is undisputed, ready for decision or legally established.
The choice of the shipping route and the shipping method is made by Runge Pharma at its best discretion. The buyer's wishes will be taken into account appropriately.
Compliance with our delivery obligation requires the timely and proper fulfilment of the buyer's obligations (in particular payment obligations). Our delivery obligation is suspended as long as the buyer is in default with a due payment from the current business relationship.
Standard postage
Unless otherwise agreed in writing, we deliver to German customers with a net order value of 100 euros or more, to Swiss customers with a net order value of 80 Swiss francs or more and to international customers with a net order value of 200 euros or more free of freight or postage to the place of receipt, including packaging. Refrigerated goods are excluded from this regulation. For ambient transports we charge 5.50 Euro postage to Germany, for untempered parcels 3.95 Euro and for refrigerated transports 9.00 Euro. For untempered parcels to Switzerland we charge 7.50 CHF, for ambient parcels 22.50 CHF and for chilled goods 12.00 CHF. Additional charges may apply for ambient and chilled goods depending on size and weight. Special requests of the buyer regarding packaging and shipping will be charged to the buyer.
Payment
Unless otherwise agreed, invoices for German customers are due for payment within 14 calendar days, for Swiss customers within 30 calendar days and for customers from other countries immediately from the invoice date without deduction.
Payments can be made by bank transfer, cash in advance or direct debit. Payment by cheque or bill of exchange is not possible.
If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 8% above the base rate set by the European Central Bank per annum. We expressly reserve the right to claim damages in excess of this.
Retention of title
The goods remain our property until full payment of all claims to which we are entitled from the business relationship. In the case of a current account, the reserved property shall be deemed to be security for our respective claim balance. For the duration of the retention of title, the buyer shall bear the full risk of the goods, in particular the risk of loss, accidental destruction and accidental deterioration. The buyer is not permitted to pledge or assign as security goods on which our retention of title rests. However, he is entitled to resell the goods in his ordinary course of business. The buyer shall assign to us the claims arising from the resale of the goods subject to retention of title when the goods are resold. We accept this assignment. Notwithstanding this assignment and our right to collect, the buyer shall be entitled to collect as long as he meets his obligations towards us and does not suffer a loss of assets. At our request, the buyer shall immediately provide us with the information on the assigned claims required for collection and notify the debtor of the assignment.
The buyer must inform us immediately in writing of any enforcement measures by third parties against the reserved goods or the claims assigned in advance, handing over the documents necessary for an intervention. We undertake to release the securities to which we are entitled in accordance with the above conditions at our discretion at the request of the buyer insofar as these exceed the value of the claims to be secured by more than 20%.
Transfer
Unless the customer is a wholesaler or manufacturer himself and unless otherwise agreed in writing, delivered finished medicinal products may in principle only be resold by the buyer to end users (patients) and not to other wholesalers.
Warranty & duty to examine
The claims of the buyer due to defective goods are basically based on the law, but instead of the removal of the defect, only the delivery of a defect-free item is owed. Claims for damages on the part of the buyer are excluded, unless a compulsory insurance would have led to damage in the form of injury to life, body or health, or would have been caused by gross negligence or intent, or would have concerned main obligations from the contract.
The buyer shall inspect the goods immediately after receipt of the goods and claim any defects found from us immediately thereafter. The buyer shall lose his claims resulting from the delivery of defective goods if he violates his reasonable obligations, in particular if he fails to carry out an inspection, at least by random sampling, or fails to carry out such inspection properly. Claims for defects shall become statute-barred within one year of delivery of the goods.
Returns
The return of delivered goods for exchange or credit is generally not possible. This applies in particular to products already imported in the country of destination. Unsolicited returned goods will be destroyed by us without compensation and without notification. We are not obliged to store or return these goods.
Liability, limitation of liability
We shall be liable without limitation for intent and gross negligence. In the event of a slightly negligent breach of a primary obligation or a secondary obligation, the breach of which jeopardises the achievement of the purpose of the contract or the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the buyer could rely (essential secondary obligation), our liability shall be limited to damages foreseeable at the time of the conclusion of the contract and typical for the contract, but no more than 500,000 euros in the case of property damage and 100,000 euros in the case of financial loss. We shall not be liable in the event of a slightly negligent breach of ancillary obligations which do not form part of the essential ancillary obligations.
Liability in the event of fraudulent concealment of defects or in the event of the assumption of a guarantee of quality as well as liability for claims based on the Product Liability Act / Medicinal Products Act and for damages due to injury to life, limb and health shall remain unaffected. This provision does not imply a change in the burden of proof to the detriment of the purchaser.
All product details, technical information and advisory services of Runge Pharma are for information purposes only and do not constitute any assurances of durability, quality or guarantee. Unless otherwise agreed, these services are free of charge and are provided to the exclusion of any liability.
In addition to delivery, the customer may claim compensation for damage caused by delay, provided there is intent or gross negligence. In the event of slight negligence, liability shall be limited to damages foreseeable at the time of conclusion of the contract and typical for the contract, but not more than 10% of the delivery price of the (partial) quantity in default.
Claims for damages by the buyer for which we have limited liability shall become statute-barred one year after the statutory commencement of the limitation period. This does not apply to claims arising from tort and statutory rights of recourse.
The above exclusions and limitations of liability shall apply to the same extent in favour of our executive bodies, legal representatives, employees and other vicarious agents.
Placing on the market
The buyer is the person responsible for placing the goods on the market in the country of destination and assumes all legal obligations arising therefrom. In particular, he undertakes to comply with the traffic regulations applicable in the country of destination, including the provisions of pharmaceutical law. The buyer shall be liable to pay compensation for any resulting damage.
Processing of personal data
We process and use the data collected upon conclusion of the contract, which are necessary for the processing and execution of the proper fulfilment of the contract. The customer is aware that personal data is stored on data carriers. The customer expressly agrees to the collection, processing, storage and use of his personal data for the preparation of offers and order processing.
Insofar as we have to collect and store the customer's personal data, we ensure that it is treated confidentially. We will not pass on such data to third parties.
The customer may revoke this consent at any time with immediate effect for the future. In this case, we undertake to delete the personal data immediately.
Other
Runge Pharma publishes the respective current version on the Internet at www.rungepharma.de and can thus be viewed by buyers at any time.
The customer agrees that his personal data may be stored and processed within the framework of the business relationship. All contracts with Runge Pharma shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. With these General Terms and Conditions, all previous conditions shall become invalid.
The place of jurisdiction is Lörrach. However, we are also entitled to sue the customer at the court responsible for his company or domicile.
Place of performance is Lörrach.
Pharma GmbH & Co. KG
Inh. Dr. Hauke Runge
Luisenstr. 15
79539 Lörrach
Germany
Status of the GTC: 14.12.2020