(Current as of: 01.10.2016)

§ 1 Section 1 Scope of validity

a) The terms and conditions cited in our order confirmations and our general sales terms and conditions below apply exclusively. Unless otherwise stated therein, the provisions in the latest version will apply.
b) General purchasing terms and conditions of our buyers are hereby rejected in principle.
c) These terms and conditions apply only to companies as defined in the German Civil Code.

§2 Offers

Our offers are non-binding. Orders by buyers are not binding on us until a written confirmation from us is received or delivery is completed.

§3 Purchase price calculation/increase of levies

a) Our prices do not include statutory value-added tax (VAT).
b) The calculation of the purchase price will be made based on the volumes, weights, or dimensions as determined at the shipping location.
c) If public levies concerning the import or distribution of goods are increased or reintroduced, or if freight costs increase, then we are entitled to adjust the purchase price.

§4 Payment

a) The purchase price is payable in net cash terms on the due date. Payment periods will generally begin on the invoice date. If the due date is missed, the buyer will be in default of payment without warning. In that case, we are entitled to claim default interest of 3 percentage points above the base interest rate. We reserve the right to assert further damages.
b) If there is reasonable doubt about the buyer’s solvency, specifically but not exclusively with regard to payments owed, we are entitled to revoke the granted payment terms and demand prepayment or collateral for further deliveries.
c) Payment of the purchase price will not be deemed completed until the amount is finally available.

§5 Delivery

a) Unless otherwise agreed, our deliveries will be made for the account of and at the risk of Medios Pharma GmbH up to the point of handover to the recipient. If delivery takes place through a special shipping channel or for a special (rush) deadline at the special request of the customer, the customer will bear any additional resulting costs.
b) Risk will pass to the customer upon receipt of the delivery.
c) We are entitled to make partial deliveries to the extent that this is reasonable to expect of the customer.
d) Unless otherwise agreed in writing between us and the customer, delivery times and delivery periods are not binding. Binding delivery periods agreed in writing will begin from the time of contractual formation unless the customer is required to make advance payments. In the latter case, the agreed periods will begin upon our receipt of the customer’s payment.
e) Noticeable shipping damages are to be reported to us and the shipping company handling the delivery (freight forwarder, carrier, parcel service, etc.) without delay. Precise information about the damage is to be recorded as legibly and extensively as possible on the delivery documents of the deliverer for trackable documentation (referred to as a write-down).
f) Concealed shipping damages are to be reported to us in writing within 4 business days at the latest after delivery. The customer has to examine the goods immediately after receiving them with regard to completeness and consistency with both the order and delivery documents and has to report damages or discrepancies without delay; otherwise, the delivery will be deemed to be approved.
g) If our upstream supplier does not deliver the goods ordered by the customer to us or does not do so in a timely manner, then we will not be in default with respect to the customer as a result of the delay caused thereby unless we are responsible for the delayed or omitted supply to ourselves. If supply to us of the goods ordered by the customer is delayed by more than 6 weeks or it is determined that the supply to us will not take place through our upstream supplier without our being responsible for this, then we are entitled to rescind the agreement. We are not required, in the event of a partial or complete failure of our upstream supplier that we have not caused, to buy from a third-party supplier unless we could do so without substantial additional expense or time.
h) In the event of force majeure and other events that we cannot predict or prevent when exercising the requisite level of care, such as strikes or lockouts, import and export bans, other official measures and stipulations, war or warlike conditions which prevent us, through no fault of our own, from delivering the goods by or within binding or nonbinding deadlines or periods, these deadlines or periods – including during a period of delay – will be extended for the duration of the disruptions caused by force majeure or the stated circumstances. If the delay of our delivery as caused thereby exceeds a period of 6 weeks, then we and/or our customer can rescind the agreement with regard to the scope of service in question. If, based on force majeure or the other circumstances named in sentence 1, our delivery is entirely or partially impossible or unreasonable, then we are released from our delivery duty or entitled to rescind the agreement. Any statutory rights of rescission remain unaffected thereby. Any other claims of the customer will not exist in the cases named in Section 5 (g) and 5 (h).
i) If the customer defaults on acceptance and/or debts or the customer culpably breaches other cooperation duties, then we are entitled to demand compensation for damages suffered by us in this regard including any additional expenditures. The right to assert more extensive claims and rights remains. If the conditions in accordance with sentence 1 are satisfied, the risk of accidental destruction or accidental deterioration of the purchased goods will transfer to the customer at the time when the customer defaults on acceptance or debts.

§6 Delivery obstacles

Instances of force majeure that release our upstream supplier temporarily or finally from its delivery duty will also release us from our delivery obligation to the same extent. In the event of partial or complete discontinuation of our delivery source, we are not obligated to buy from another upstream supplier.

§7 Samples/ Technical consulting

a) The samples we provide and our technical and chemical information are meant only for general description of the goods. They do not include any assurance of properties or guarantee of any condition or durability and do not release the buyer from having to examine each individual delivery.
b) Any product-related consultation that we provide to the best of our knowledge is nonbinding and does not release the buyer from having to review each individual delivery before processing with regards to suitability for the intended use.

§7 Defect/ Complaint warranty

a) The buyer has to examine the goods immediately after receiving them and file a written complaint about any material defects, faulty deliveries, or discrepancies in quantity without delay, but at the latest within three days after being received. For partial deliveries, this obligation on the part of the buyer refers to each individual partial quantity.
b) The buyer has to file a complaint about concealed defects immediately after discovering them, but at the latest within six months after receipt.
c) A complaint does not entitle the buyer to withhold payments that are due or to refuse acceptance of further deliveries.
d) For timely and justified complaints, the defect claims of the buyer are limited to a right of rectification. If our attempt at rectification fails, the buyer can reduce the purchase price or at its option rescind the agreement. Claims for damages under Section 9 remain unaffected thereby.
e) We do not make any guarantee that the product is free of patents or other third-party intellectual property rights.

§9 Compensation for damages and/ liability limitation

a) Contractual and extra-contractual damage claims by the buyer arising from slightly negligent breach of duty by us or our other agents are excluded. This does not apply if a duty has been breached that is of material importance to achieving the contractual purpose, but our liability is limited to the contractually typical, predictable damage and will not exceed the simple invoice value of the affected goods.
b) We will be liable for indirect damages or damages that are unpredictable at the time of contractual formation only in the event of gross negligence on our part.
c) The above limitations do not apply to damages arising from injury to life, limb, or health. Mandatory statutory liability provisions remain unaffected.
d) Medios Pharma sells, among other things, drugs that may be used to produce prescription drugs by pharmaceutical or medical staff before being administered to the patient or for application on the patient. If these drugs have been purchased for less than the sales price set by the pharmaceutical entrepreneur for finished pharmaceuticals, the customer will guarantee exclusive use of these pharmaceuticals as part of the manufacturing license in accordance with Section 13 of the German Pharmaceutical Act infusion solutions and other drugs within the meaning of Section 2 (1) German Pharmaceutical Act as well as their billing according to contractual retail rates for pharmacies. If the customer commits a violation in pricing the solutions manufactured from our products or if the customer does not use the pharmaceuticals purchased from us as part of a manufacturing operation, thus violating the pharmaceutical price regulation, then the customer will bear full responsibility for this.

§10 Reservation of title

a) We will retain title to the delivered goods until full payment is made for all of our debt claims (including ancillary debt claims, compensatory damage claims, and claims from checks and bills of exchange) arising from the business relationship.
b) The buyer hereby assigns to us to the full extent all debt claims arising from the sale of goods that are our property or that we co-own, to secure our share in title. Any other assignment, including as part of a factoring transaction, is prohibited.
c) The buyer is obligated to store the goods subject to reservation of title at its own expense with the due care of a proper business person and to secure said goods against typical warehouse risks. The buyer hereby assigns its claims from the insurance policies to us.
d) As long as the buyer contractually satisfies the obligations existing with respect to us, the buyer is entitled to dispose of the goods subject to reservation of title during the normal course of business and to collect on debt claims arising from the resale of the goods subject to reservation of title. But the buyer is not entitled to pledge the goods subject to reservation of title or the assigned debt claim to third parties or to transfer them as collateral. The buyer has to report to us any third-party access to the goods subject to reservation of title or the assigned debt claims immediately after this becomes known.
e) If the buyer is in default of payment, then we are entitled to demand the surrender of the goods subject to reservation of title without any grace period and without withdrawing from the agreement. In addition, the buyer has to give us upon first request all necessary information and documents about the existence of the goods subject to reservation of title and the assigned debt claims and to report the assignment of debt claims without delay to its customers.
f) If the value of the collateral exceeds the total of our debt claims by more than 20%, then we will release the excessive collateral of our choice upon request of the buyer.

§11 Closing provisions

a) Jurisdiction is Berlin. The laws of the Federal Republic of Germany will apply. This jurisdiction provision and the application of law apply only in the relationship with our customers, which are merchants within the meaning of the German Commercial Code. The UN Convention on Contracts for the International Sale of Goods will not apply.
b) If one of the above conditions proves to be entirely or partially invalid, then this will not otherwise affect the validity of the conditions. In that case, we are entitled to replace the invalid condition with a different provision that is valid and most approximates the economic purpose of the invalid provision.