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We confirm your order subject to the exclusive application of our general terms and conditions of sale.
§ 1 Application (1) These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing. (2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms. (3) These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code). (4) The order can only be fulfilled if the ordering party can provide all documents necessary proving it is allowed to handle prescription medicines. The purchaser ensures and warrants in particular that he is eligible for the purchase of prescription medicines pursuant to § 47 German Drug Act (Arzneimittelgesetz, AMG).
§ 2 Offer, Acceptance Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks and in accordance with § 1 (4).
§ 3 Prices, Payment (1) Prices are CPT place of the consignee, exclusive of the respective statutory VAT and exclusive of costs for packaging and transportation, except as otherwise expressly agreed upon. (2) The purchase price is due and payable net within 30 days from the date of the invoice. From the due date, default interest in the amount of 8% above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
§ 4 Offset, Retainer The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery and Resale (1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved. (2) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
§ 6 Passing of Risk, Shipment If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
§ 7 Retention of Title
(1) We reserve title to the delivered goods until all claims which exist against the purchaser based on the business relationships at the time the contract is concluded have been fulfilled. This shall also apply to any future claims that we acquire from the ongoing business relationship with the purchaser. (2) In case the purchaser culpably violates the contract, in particular in the event of default in payment, we are entitled to take back the goods. Taking back the goods does not constitute a withdrawal from the contract, unless we explicitly declared a withdrawal in writing. (3) The purchaser shall handle the goods with due care and maintain suitable insurance. (4) The purchaser has no permission to resell goods subject to the above retention of title. (5) We undertake to release the securities we are entitled to upon the purchaser’s request if the realisable value of the securities exceeds the claims to be secured by more than 15%. The selection of the securities to be released shall be at our discretion.
§ 8 Warranty (1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code). (2) Warranty claims shall be time-barred after 12 months of the passage of risk. (3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract. (4) The above limitations of warranty do not apply to damages according to the 16th section of the AMG.
§ 9 Liability
(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations (an obligation which must be fulfilled to enable a due performance of the contract and on whose fulfilment the contractual partner generally relies and may rely). To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage. (2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected. (3) The above limitations of liability do not apply to a liability according to the 16th section of the German Drug Act (Arzneimittelgesetz, AMG). (4) Any liability not expressly provided for above shall be disclaimed.
§ 10 Applicable law, Jurisdiction (1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods). (2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Munich, Germany.