Agreement and Scope of Application
These Terms and Conditions take account of the particular features of supply relationships in the pharmaceutical industry between manufacturers, pharmaceutical wholesalers and pharmacists. They apply to all present and future business relationships between ACA Müller ADAG Pharma AG and its customers. Clients' Terms and Conditions of Business which diverge from or are in conflict with these Terms and Conditions shall not apply, even if ACA Müller ADAG Pharma AG has knowledge thereof and carries out transactions without reservations. ACA Müller ADAG Pharma AG retains the right to change these Terms and Conditions in the future. Changes shall become an integral part of current orders if the customer does not object to said changes within a month. Individual agreements shall only apply to individual cases unless agreed otherwise.
Ordering and contract formation
DieOffers from ACA Müller ADAG Pharma AG are non-binding. No contract is formed until we confirm a purchase order or contract or we deliver the products and send an invoice. If a customer orders pharmaceutical products or other goods which are subject to legal or administrative constraints regarding their use or distribution, the order shall be deemed simultaneously to be confirmation that the customer is in possession of the required permits for further use, trade and distribution. We retain the right to demand evidence of these permits prior to delivery. Delayed delivery does not apply until the relevant evidence has been submitted. If the customer does not immediately submit the evidence, then he will be deemed in default of acceptance.
The invoice amount shall be immediately payable and due for payment without deductions within 10 days of receipt of the invoice, unless individual or special offers or other agreements apply. After the expiry of this time-limit the customer is in default. Payment shall be made using the SEPA direct debit procedure, direct debit order or bank transfer to one of the business accounts stated on the invoice. Our employees are not allowed to collect cash. Failure to make payment shall initiate the debt recovery procedure.
Retention of title
All delivered goods shall remain our property (reserved goods) until the satisfaction of all claims against the customer, including those from earlier or later business transactions. The customer is entitled to dispose over the goods, subject to our ownership rights, in the ordinary course of business. The customer shall for his part agree to retention of title if the goods subject to retention of title are not paid for immediately when sold on. Furthermore, as a precaution he hereby assigns to us his claim for the purchase price in respect of goods subject to our retention of title up to the total amount of his debts towards us. We are entitled to disclose this assignment and retention of title to third parties and demand payment or return to us as soon as the customer fails to settle the invoice on time. On request, the customer must immediately share with us all the necessary information for this and provide all documents required as evidence. The customer is obliged to notify third parties who wish to assert rights in respect of the goods, particularly execution proceedings, of the retention to title or assignment of claim, to immediately notify us of the circumstances, and to provide us with the necessary information to protect our rights and to hand over the documents necessary as evidence.
Prices and discounts
The official net prices published in the Lauer price list (Lauertaxe) on the day of delivery plus VAT in the relevant applicable amount shall apply. If the goods are not published in the Lauertaxe, the prices on the day of delivery plus VAT in in the relevant applicable amount shall apply. Packaging and transport costs can be invoiced separately. Discounts or individual delivery terms and conditions will be set out in a special agreement between us and our customers. The granting of tiered prices or discounts is subject to the final purchase of the agreed scale quantity in the agreed time for their own account.
Compensation and right of retention
Offsetting against our payment claims is only permissible in so far as the claims of the customer are undisputed or final and conclusive. Any offsetting or assertion of a right of retention on the part of the customer shall be excluded unless it is undisputed or final and conclusive.
Transfer of risk, packaging and shipping
Delivery shall be ex works and at the customer's risk (EXW Gottmadingen). We shall select the delivery type and packaging. The customer shall prepare facilities which ensure that unauthorised access to to delivered goods is excluded.
Returns and credit notes
Independently of warrantee claims and subject to specific provisions, customers may return goods purchased to ACA Müller ADAG Pharma AG. The return and refund conditions are described in the return regulations, which can be viewed and downloaded on the company website.
The customer's guarantee rights require that the customer has met his obligations, as stipulated in Articles 377 and 378 of the HGB (German Commercial Code). In case of defects, ACA Müller ADAG Pharma AG shall initially fulfil our warranty by subsequent performance, which may take the form of rectification or replacement at our discretion. Any claims for compensation for damages incurred as a result of defects shall be limited to Section 10 of these Terms and Conditions . All customer claims arising from a defect shall lapse after one year from the time of delivery of the goods.
Our liability for breach of contractual duties shall be limited to wilfulness and gross negligence as well as to the reimbursement of the loss typically incurred. This limitation of liability shall not apply in cases involving death, personal injury or damage to health, breach of fundamental obligations and compensation for damages for (§ 286 BGB - Civil Code). In such cases, we shall be liable in full . In cases of loss which does not arise as a result of death, personal injury or damage to health, we shall only be liable for damages typically incurred. Any liability in accordance with provisions set out in the Product Liability Act and Pharmaceutical Acts shall remain unaffected by the above terms.
Delivery times and grace periods
If no fixed delivery date has been agreed, delivery shall take place within two weeks after formation of the contract. If the customer has a duty of performance himself, the time period shall not begin until he has completed such performance. Partial deliveries are permitted. We retain the right to deliver prior to the agreed delivery date. Even if we confirm an order or delivery time, this confirmation is subject to whether we have ourselves been supplied with the goods correctly and on time. In case of delays to delivery which we did not cause ourselves (e.g. force majeure, factory disruptions, transport delays, legal or administrative restrictions) we shall be released from the obligation to deliver for the duration and extent of the disruption. We retain the right to withdraw from the contract if the disruption is expected to last longer than a month. After setting a reasonable deadline which expires, the customer shall be entitled to withdraw from the contract, if he no longer desires performance of the contract due to the delay. Any claim for compensation or reimbursement of expenses shall be excluded. If assertion of the customer's rights requires setting an appropriate extension of time, this period must amount to a minimum of two weeks.
We process and store the customer data we hold to the extent necessary and useful for further business relations.
Place of performance and legal venue
The place of performance for all obligations arising from the business relationship as well as the exclusive legal venue shall be Gottmadingen.
Should any of the above provisions become fully or partially void, then the validity of the other provisions shall remain unaffected.
As per March 2014