GENERAL TERMS AND CONDITIONS
§ 1 Scope of Application for All Deliveries and Services
Our terms of sale apply exclusively. Any terms and conditions of the Buyer that deviate from our terms of sale and any changes made by the Buyer require agreement and our written confirmation. The type and scope of the delivery is specified in writing in the respective order confirmation of Pharma Greven GmbH.
§ 2 Service Offer and Conclusion of Contract
(1) Our offers are strictly subject to change. Orders, agreements and prices only become binding with our written or textual order confirmation. If no fixed price agreement has been made, the price valid on the day of delivery will be invoiced.
(2) Unless otherwise contractually agreed in individual cases, Pharma Greven GmbH shall deliver the goods as raw material without any purpose for which it is intended. The use is the sole responsibility of the purchaser. If the use of the goods is subject to special legal regulations or requirements, the examination and observance of these regulations or requirements is the sole responsibility of the purchaser. Pharma Greven GmbH is not obliged to give advice and information.
§ 3 Delivery and Delivery Time
(1) Delivery by us is subject to proviso that we ourselves are supplied with the goods correctly and on time within the agreed timeframe and are not responsible for the lack of availability of the goods. A claim for damages due to delay or non-performance (e.g. due to considerable difficulty in performance) is excluded, unless the delay or non-performance is due to a grossly negligent breach of contract by Pharma Greven GmbH.
(2) Pharma Greven GmbH is entitled to make partial deliveries unless otherwise agreed. Partial deliveries shall be considered as independent deliveries with regard to payment obligations, transfer of risk and warranty. The customer shall not be entitled to reject a partial delivery.
(3) Compliance with our delivery obligation shall be subject to the timely and proper fulfilment of the Buyer's obligations.
§ 4 Payment
(1) Our invoices are due for payment immediately and without discount, unless otherwise stipulated in the contract. If the Buyer is in default of payment after a written notice, we are entitled to demand interest on arrears at a rate of 5% above the respective bank interest rate of the Deutsche Bundesbank.
(2) The Buyer is only entitled to offsetting if his counterclaims are legally established, undisputed or acknowledged by us.
§ 5 Retention of Title
(1) We reserve title to the purchased item until all purchase price claims under the contract have been met in full. If the Buyer acts in breach of contract, we shall be entitled to reclaim the object of sale. Taking back or seizure of the reserved goods does not constitute a withdrawal from the contract.
(2) In the event of seizure or other interventions on the reserved goods, the Buyer shall notify us immediately in writing.
(3) If the object of purchase is handled in any form (e.g. processed, mixed, blended, combined or similarly modified) together with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of value of the object of purchase to the other blended object at the time of blending. If the Buyer's item is to be regarded as the main item, the Buyer must transfer proportional co-ownership to us.
(4) We commit to release the securities to which we are entitled at the request of the Buyer to the extent that the value of our securities exceeds the claims to be secured by more than 20%.
(5) The Buyer shall be entitled to resell the supplied goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value-added tax) accruing to him from the resale against his customers or third parties, irrespective of whether the supplied goods have been resold without or after processing (such as blending, mixing, combining or similar modifications). After the cession the Buyer is authorized to draw in this debt. Our authority to collect the claim ourselves shall remain unaffected by this; however, we commit not to collect the claim as long as the Buyer duly meets his payment obligations and is not in default of payment.
(6) The buyer is entitled to sell the supplied goods in his regular business, but already now he transfers the invoice amount (incl. VAT) which he has to obtain out of his sales from this client or from a third party and this is independent from the fact if goods have been sold without or after having been processed. After the cession the buyer is authorized to draw in this debt. Our right to collect the debts ourselves is unaffected; anyhow we engage ourselves not to collect the debts as long as the client fulfils correctly his payment obligations and is not in payment default.
§ 6 Transfer of Risk and Shipment
The agreed Incoterms in the latest version shall apply.
§ 7 Warranty
(1) The documents and information on goods supplied by us do not release the Buyer from the obligation to carry out an incoming goods inspection and testing of the goods. It is mandatory for the Buyer toinspect the consignment immediately upon arrival for transport damage and to document obvious complaints / damage to the freight forwarding company already on the consignment note and to submit it to Pharma Greven GmbH afterwards.
(2) Complaints due to recognizable defects must be reported to us immediately in writing or in text form. Hidden defects must be notified in writing immediately after their discovery, at the latest within the statutory warranty period. If the complaint is justified, the purchaser shall be entitled to free rectification - or, in accordance with our instructions, to a replacement delivery. Missing quantities will be delivered subsequently. Notifications of defects not made in time or unauthorised interventions on the goods (such as processing, blending, mixing, combining or similar modifications) exclude the liability of Pharma Greven GmbH. The Buyer shall not be entitled to withhold or reduce payment due to notices of defects. The Buyer is obliged to allow us to inspect the defective item at our discretion either at the Buyer's premises or at our premises. If the Buyer refuses this, Pharma Greven GmbH is released from the warranty.
(3) The withdrawal or loss of a CEP/COS or similar certification from our manufacturers/suppliers does not entitle the Buyer to subsequent complaints and claims for damages derived from this with regard to deliveries of goods and services which took place before the withdrawal/loss.
§ 8 Liability
Further claims of the Buyer, especially claims for damages including lost profit or other financial losses of the Buyer, are excluded. This limitation of liability does not apply if the damage is based on intent or gross negligence.
§ 9 Choice of Law
This contract is exclusively subject to the law of the Federal Republic of Germany. The application of the uniform laws on the international purchase of movable goods as well as on the conclusion of international purchase contracts for movable goods is herewith explicitly excluded (UN purchase law).
§ 10 Invalidity of Contractual Provisions
Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after the conclusion of the contract, the validity of the contract as a whole shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective which the parties to the contract had pursued with the invalid or unenforceable provision.
Pharma Greven GmbH stores personal data of the purchaser within the scope of the business relationship. The storage is limited only to the data necessary for business purposes. We are entitled to collect, store, use, process and pass on data and information about the purchaser to third parties as far as this is necessary for the execution of the contract or for the protection of legitimate interests of Pharma Greven GmbH and there are no interests of the customer worthy of protection opposed to this. We are entitled to pass on data for the purpose of debt collection or debtor management. If this is desired, we will provide information about the stored data at any time.
§ 12 Lex Loci and Place of Jurisdiction
The lex loci and place of jurisdiction for all obligations arising from this contract is Steinfurt.
This English translation of the General Business Conditions is provided solely for convenience to our customers. The translation is not binding on Pharma Greven GmbH. The German text is the sole authoritative version and prevails in case of any conflict.