General Terms and Conditions (GTC)

General Terms and Conditions of PHARMORE GmbH,
Gildestrasse 75, 49479 Ibbenbueren, Germany, Last updated: [08.02.2019]

Section 1 General – scope of application

(1) The General Terms and Conditions of PHARMORE GmbH shall apply exclusively. PHARMORE GmbH does not recognise any terms and conditions of the Purchaser that conflict with or deviate from these General Terms and Conditions of Sale, unless PHARMORE GmbH has expressly agreed to their validity in writing. The General Terms and Conditions shall also apply if PHARMORE GmbH carries out the delivery to the Purchaser without reservation in the knowledge that the Purchaser's terms and conditions conflict with or deviate from the General Terms and Conditions.

(2) These General Terms and Conditions shall apply exclusively to entrepreneurs within the meaning of Section 14 German Civil Code (BGB).

Section 2 Conclusion of contract

(1) The offers of PHARMORE GmbH are subject to change and non-binding.

(2) A product order is a binding contractual offer by the Purchaser. A contract is not yet concluded with this offer. For this purpose, it is necessary that PHARMORE GmbH accepts the contract offer. PHARMORE GmbH is entitled to accept the contract offer within one week after receipt. An acceptance of the offer by PHARMORE GmbH shall be effected either by an order confirmation (in writing or in text form) or by delivery of the goods to the Purchaser.

(3) Agreements on quality and the assumption of guarantees require confirmation by PHARMORE GmbH in writing or text form.

Section 3 Prices

(1) The prices of PHARMORE GmbH shall apply ex warehouse, unless otherwise stated in the order confirmation.

(2) The prices do not include the statutory value added tax. The Value added tax shall be shown separately in the invoice at the statutory rate on the date of invoicing.

(3) If the prices change between the contractual offer and the potential acceptance, PHARMORE GmbH shall submit a new offer with the new prices to the Purchaser, which the Purchaser may accept.

Section 4 Delivery

(1) PHARMORE GmbH shall notify the delivery period upon acceptance of the order, unless the delivery period has been agreed individually.

(2) PHARMORE GmbH shall provide immediate information if a delivery deadline cannot be met and shall notify the Purchaser of the expected new delivery deadline. PHARMORE GmbH is entitled to withdraw from the contract in whole or in part if the goods are also not available within the new delivery period. PHARMORE GmbH shall immediately reimburse any payments made by the Purchaser. The case of non-availability of the service is deemed to be in particular the non-timely delivery by suppliers of PHARMORE GmbH for which PHARMORE GmbH is not responsible or if PHARMORE GmbH is not obliged to procure a product in an individual case.

Section 5 Fulfilment of special legal requirements by the purchaser/information obligations

(1) The import of medicinal products not authorised in Germany by PHARMORE GmbH for the Customer shall be carried out on the basis of Section 73 (3) AMG (German Medicinal Products Act). The Purchaser assures that he fulfils the legal requirements at the time of ordering the offer from PHARMORE GmbH and that document the goods in accordance with the legal requirements after receipt.

(2) The Purchaser is aware that special storage, cooling and temperature regulations may have to be observed. The Purchaser is responsible for this within their own area of responsibility.

(3) The Purchaser shall inform itself about any special instructions, registrations, advisory requirements, documentation, etc. of the manufacturer in connection with the imported medicinal products and comply with the manufacturer's instructions/recommendations in this respect – including with a view to advising and informing the Purchaser's customer or patient.

Section 6 Transfer of risk, shipping costs

(1) The risk of accidental loss or accidental deterioration shall pass to the Customer upon delivery of the goods to the Customer, unless otherwise agreed with the Customer in writing or text form, e.g. ex works delivery. PHARMORE GmbH is entitled to determine the type of shipment itself, taking into account the special features of the ordered product.

(2) Shipment shall be made to the delivery address specified by the Purchaser.

(3) PHARMORE GmbH does not take back packaging material. Boxes and filling material as well as further packaging must be disposed of by the Purchaser themselves. PHARMORE GmbH participates in the dual system operated by Reclay VFW GmbH.

(4) The delivery charge per shipment is €6.00, for refrigerated goods €12.00. From an order value of €75.00, delivery is free of shipping costs. Exceptions to this are special deliveries, which will be invoiced separately.

Section 7 Payment

(1) Invoices from PHARMORE GmbH are due within 10 days after delivery without deduction.

(2) Payments are only possible by bank transfer, advance payment or direct debit.

(3) If the Purchaser is in default with payment, PHARMORE GmbH is entitled to charge interest on arrears in the amount of 9% above the base interest rate set by the European Central Bank per year. PHARMORE GmbH expressly reserve the right to assert claims for damages in excess thereof.

Section 8 Voluntary returns

(1) PHARMORE GmbH grants Purchasers the possibility to return medicinal products purchased from PHARMORE GmbH under the following conditions (voluntary return of marketable, defect-free medicinal products). The right shall only apply to medicinal products which have been procured directly from PHARMORE GmbH.

(a) Returns will only be accepted by PHARMORE GmbH if they have been approved by PHARMORE GmbH prior to collection. Approval is only possible if a copy of the delivery note as well as the completed and signed return notification are available at PHARMORE GmbH. The return notification can be downloaded from www.pharmore.de or requested from the PHARMORE GmbH Service Center.

(b) PHARMORE GmbH will also only authorise returns for goods that have been dispatched within the last 30 days.

(c) Refrigerated goods are generally excluded from returns. Only in justified exceptional cases and with complete proof of proper storage can a return of refrigerated goods be agreed with PHARMORE GmbH.

(d) Individual imports according to Section 73 (3) AMG are generally excluded from returns. Only in justified exceptional cases and with complete proof of proper storage can a return of individual imports be agreed with PHARMORE GmbH.

(e) The following goods are also excluded from returns:

• Goods without a fully completed return notification from PHARMORE GmbH
• Goods that arrive damaged at the PHARMORE GmbH warehouse due to improper transport packaging
• Incomplete packs or packs with different quantities/batches
• Ambient goods without proof that the medicinal products have been stored and handled in accordance with the storage conditions applicable to them
• Goods that PHARMORE GmbH has expressly excluded from returns prior to delivery
• Goods that have left the pharmacy's/recipient's area of responsibility
• Goods that are not marketable within the meaning of the German Medicinal Products Act
• Goods that are not in the original packaging and in proper condition. The tamper-evident seal must be intact
• Goods with a unique identifier that has been deactivated

(f) Approved returns must be properly packed by the Purchaser and will generally be collected by the transport company commissioned by PHARMORE GmbH in consultation with the Purchaser. Returns sent independently by the Purchaser will not be accepted.

(g) Returned goods which are received by PHARMORE GmbH in non-compliance with the aforementioned conditions will be properly destroyed and a destruction declaration will be issued for proper disposal. A credit note or a return of these goods to the Purchaser is not possible in this case.

(2) A credit note for properly returned goods will be issued to the Purchaser after the goods have been checked for integrity and the return note has been completed and signed by the Purchaser.

(3) For questions regarding the handling of returns by PHARMORE GmbH, the Purchaser can also contact PHARMORE GmbH at the e-mail address service@pharmore.de and on the telephone number +49 (0)5451 96900.

Section 9 Offsetting

(4) The Purchaser shall only be entitled to offsetting if its counterclaims have been legally established, are undisputed or have been recognised by PHARMORE GmbH. The Purchaser is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

Section 10 Retention of title

The goods delivered to the Purchaser remain the property of PHARMORE GmbH until all payments arising from the business relationship with the Purchaser have been received in full.

Section 11 Warranty and duty to inspect

(1) The Purchaser's rights in respect of defects shall be subject to the condition that the Purchaser has duly complied with the inspection and notification obligations incumbent upon them under Section 377 of the German Commercial Code (HGB). The Purchaser is obliged to inspect the delivered products immediately for obvious defects. Obvious defects or readily recognisable damage to the delivered goods must be reported to PHARMORE GmbH in writing immediately, at the latest within one week after receipt of the delivery. Defects which only become apparent later must be reported to PHARMORE GmbH in writing without delay, at the latest within one week after they have been detected by the Purchaser. If the Purchaser fails to comply with this obligation to inspect and give notice of defects, the delivered goods shall be deemed to have been approved in relation to the defect in question.

(2) If the purchased item is defective, the statutory provisions shall apply. The assignment of the Purchaser's claims for defects to third parties is excluded. Contractual claims based on a defect shall become statute-barred one year after delivery or, if acceptance is required, after acceptance.

(3) However, if a defect is based on a fault on the part of PHARMORE GmbH, the Purchaser can claim damages under the conditions specified in Section 12 (Liability).

Section 12 Liability

(1) PHARMORE GmbH shall be liable in accordance with the statutory provisions unless otherwise stipulated in Section 11 (Warranty) and the following provisions.

(2) PHARMORE GmbH shall only be liable for damages in the event of intent and gross negligence. In the event of simple negligence, PHARMORE GmbH shall only be liable for damages resulting from injury to life, body or health, for damages resulting from the not insignificant breach of a material contractual obligation, in which case PHARMORE GmbH's liability shall be limited to the compensation of the foreseeable, typically occurring damage.

(3) The aforementioned limitation of liability shall also apply in the event of breaches of duty by persons for whom PHARMORE GmbH is responsible in accordance with the statutory provisions (bodies/assistants/agents). This limitation of liability and the shortening of the limitation period according to Section 11 (3) shall not apply if PHARMORE GmbH has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The limitation of liability shall also not apply to claims of the Purchaser under the Product Liability Act.

Section 13 Privacy policy

PHARMORE GmbH processes personal data in accordance with the current privacy policy (https://www.pharmore.de/en/legal-information).

Section 14 Jurisdiction and applicable law

(1) The place of jurisdiction is the registered office of PHARMORE GmbH. PHARMORE GmbH is, however, also entitled to sue the Purchaser at the court having jurisdiction over the Purchaser's place of business or residence.

(2) The law of the Federal Republic of Germany applies. Applicability of the UN Convention on Contracts for the International Sale of Goods shall be excluded.

(3) The place of performance is Ibbenbueren, Germany.

(4) If one or more provisions in these General Terms and Conditions are or become invalid or unenforceable, this shall not affect the validity of the remaining Terms and Conditions.