General Terms and Conditions of Sale
§1 Scope of Application, Form
These General Terms and Conditions of Sale (“GTC”) apply to all business relationships with our customers (“Buyer”). These GTC apply only if the Buyer is an entrepreneur (§ 14 German Civil Code – BGB), a legal entity under public law, or a special fund under public law.
These GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 BGB).
These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in all cases, for example even if the Buyer refers to its own terms and conditions when placing an order and we do not expressly object to them.
Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g., setting of deadlines, notification of defects, withdrawal, or price reduction) must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g., letter, email, fax). Statutory form requirements and further evidence, in particular in cases of doubt regarding the authorization of the declarant, remain unaffected.
References to statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions apply unless they are directly amended or expressly excluded in these GTC.
§2 Conclusion of Contract
Our offers are subject to change and non-binding. This also applies if we provide the Buyer with catalogs, product descriptions, or documents – including in electronic form – to which we reserve ownership and copyright.
Information provided by us regarding the subject matter of delivery is only approximately authoritative unless exact conformity is required for suitability for the contractually intended purpose. Such information does not constitute guaranteed characteristics, but descriptions or identification of the delivery or service.
The Buyer’s order of the Goods constitutes a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this offer within 14 days/weeks of its receipt by us.
Acceptance may be declared either in writing (e.g., by order confirmation) or by delivery of the Goods to the Buyer.
If delivery on call-off is agreed, all call-offs by the Buyer must be made no later than 12 months after conclusion of the contract, unless otherwise agreed in writing.
§3 Delivery Period and Delay in Delivery
The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately 14 weeks from conclusion of the contract.
Delivery dates and deadlines are always approximate unless a fixed deadline or fixed date has been expressly agreed. If shipment by us is agreed, delivery periods and delivery dates refer to the time of handover to the freight forwarder, carrier, or other third party commissioned with transport.
If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of performance), we will inform the Buyer without delay and at the same time notify the Buyer of the expected new delivery period. If performance is also unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer will be refunded without delay. In particular, non-availability includes delayed or incorrect self-supply by our supplier if we have concluded a congruent hedging transaction and neither we nor our supplier are at fault, or if we are not obliged to procure in the individual case.
Our delay in delivery is determined by statutory provisions. In all cases, however, a reminder by the Buyer is required.
We shall not be liable for impossibility of delivery or delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of contract conclusion (e.g., operational disruptions of any kind, including disruptions due to pandemics or epidemics, difficulties in procuring materials or energy, transport delays, strikes, unlawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or delayed, incorrect or untimely delivery by our suppliers) for which we are not responsible. Delayed delivery by upstream suppliers is not our responsibility if we have concluded a congruent hedging transaction.
If such events substantially impede or render delivery or performance impossible and the impediment is not merely temporary, we are entitled to withdraw from the contract. In the case of temporary impediments, delivery or performance deadlines shall be extended or delivery or performance dates postponed by the duration of the impediment plus a reasonable start-up period. If acceptance of delivery or performance is unreasonable for the Buyer as a result of the delay, the Buyer may withdraw from the contract by immediate written declaration.
The Buyer’s rights pursuant to § 8 of these GTC and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
§4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance
Delivery shall be made ex works at our place of business, which is also the place of performance for delivery and any subsequent performance. At the Buyer’s request and expense, the Goods shall be shipped to another destination (sale by shipment). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular carrier, shipping route, packaging).
The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest upon handover. In the case of sale by shipment, the risk of accidental loss, accidental deterioration, and delay shall pass upon delivery of the Goods to the freight forwarder, carrier, or other person or institution designated to carry out the shipment. If acceptance is agreed, acceptance shall be decisive for the transfer of risk. Otherwise, the statutory provisions of contract for work and services law apply accordingly. Handover or acceptance shall be deemed to have occurred if the Buyer is in default of acceptance.
If the Buyer is in default of acceptance, fails to cooperate, or if delivery is delayed for other reasons attributable to the Buyer, we are entitled to claim compensation for the resulting damage, including additional expenses.
We are entitled to make partial deliveries if the partial delivery is usable for the Buyer within the scope of the contractual purpose, delivery of the remaining Goods is ensured, and the Buyer does not incur significant additional expense or costs as a result, unless we agree to bear such costs.
§5 Prices and Payment Terms
Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply ex works, plus statutory VAT for transactions within Germany.
In the case of sale by shipment (§ 4 para. 1), the Buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges shall also be borne by the Buyer.
The purchase price is due and payable within 14 days from invoicing – unless otherwise agreed – and delivery or acceptance of the Goods. However, we are entitled at any time, even within an ongoing business relationship, to make delivery in whole or in part only against advance payment. We will declare such a reservation at the latest with the order confirmation.
Upon expiry of the above payment period, the Buyer shall be in default. During default, the purchase price shall bear interest at the statutory default interest rate. We reserve the right to claim further damages caused by default.
The Buyer shall only be entitled to rights of set-off or retention insofar as its claim has been legally established or is undisputed. In the event of defects, the Buyer’s counter-rights pursuant to § 7 para. 5 sentence 2 of these GTC remain unaffected.
If, after conclusion of the contract, it becomes apparent (e.g., through an application for insolvency proceedings) that our claim for payment is jeopardized by the Buyer’s inability to perform, we are entitled under statutory provisions to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare withdrawal immediately; statutory provisions regarding the dispensability of setting a deadline remain unaffected.
Samples are generally provided subject to charge unless otherwise agreed.
§6 Conditions for Pharmacy Staff and Pharmacies
Registered pharmacy staff who have properly registered in the professional section of the online shop automatically receive access to special conditions for healthcare professionals. These conditions are displayed by the shop software after successful login.
Use of these conditions is permitted exclusively for the private use of the registered pharmacy staff member. Orders for commercial purposes, in particular in the name or on behalf of a pharmacy, are not permitted.
We reserve the right to reject orders that are evidently intended for the commercial needs of a pharmacy.
Separate conditions apply to pharmacies, which differ from those for pharmacy staff. We will gladly provide the relevant price list to pharmacies upon request.
§7 Retention of Title
We retain ownership of the sold Goods until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
Goods subject to retention of title may neither be pledged nor transferred by way of security to third parties before full payment of the secured claims. The Buyer must notify us immediately in writing if an application for insolvency proceedings is filed, proceedings under the German Corporate Stabilization and Restructuring Act (StaRUG) are initiated, or third parties gain access to the Goods belonging to us (e.g., seizures).
In the event of breach of contract by the Buyer, in particular non-payment of the due purchase price, we are entitled under statutory provisions to withdraw from the contract and/or to demand return of the Goods based on retention of title. A demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand return of the Goods while reserving the right to withdraw. We may only exercise these rights if we have previously set the Buyer an appropriate deadline for payment without success or if setting such a deadline is dispensable under statutory provisions.
Until revocation in accordance with subsection (c) below, the Buyer is authorized to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:
a) The retention of title extends to the full value of products resulting from the combination of our Goods, with us deemed the manufacturer. If ownership rights of third parties remain in the event of combination, we acquire co-ownership in proportion to the invoice values of the combined Goods. Otherwise, the same applies to the resulting product as to the Goods delivered under retention of title.
b) The Buyer hereby assigns to us, as security, in full or in the amount of our co-ownership share, all claims against third parties arising from resale of the Goods or the resulting product. We accept this assignment. The Buyer’s obligations set out in paragraph 2 also apply with respect to the assigned claims.
c) The Buyer remains authorized to collect the claims alongside us. We undertake not to collect the claims as long as the Buyer meets its payment obligations to us, no deficiency in its ability to perform exists, and we do not assert the retention of title by exercising a right pursuant to paragraph 3. If this is the case, we may require the Buyer to inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. We are also entitled to revoke the Buyer’s authorization to further resell and process the Goods subject to retention of title.
d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.
§8 Buyer’s Claims for Defects
The Buyer’s rights in the event of material or legal defects (including incorrect or short delivery and defective instructions) are governed by statutory provisions unless otherwise specified below. Statutory special provisions on reimbursement of expenses in the event of final delivery of newly manufactured Goods to a consumer (supplier recourse pursuant to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB) remain unaffected unless equivalent compensation has been agreed.
The basis of our liability for defects is primarily the agreement on the quality and intended use of the Goods. All product descriptions and manufacturer information that are the subject of the individual contract or were publicly disclosed by us (in particular in catalogs or on our website) at the time of conclusion of the contract are deemed to be quality agreements. If quality has not been agreed, it shall be assessed according to statutory provisions (§ 434 para. 3 BGB). Public statements by the manufacturer or made on its behalf, in particular in advertising or on product labels, take precedence over statements by other third parties.
We are generally not liable for defects that the Buyer knew of or grossly negligently did not know of at the time of contract conclusion (§ 442 BGB). Furthermore, defect claims require that the Buyer has complied with its statutory inspection and notification obligations (§§ 377, 381 German Commercial Code – HGB). If a defect becomes apparent upon delivery, inspection, or at any later time, we must be notified thereof in writing without delay. In all cases, obvious defects must be notified in writing within 7 working days from delivery, and defects not detectable upon inspection within the same period from discovery. If the Buyer fails to properly inspect and/or notify defects, our liability for the defect not notified, not notified in time, or not properly notified is excluded under statutory provisions.
If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). If the type of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer may reject it. Our right to refuse subsequent performance under statutory provisions remains unaffected.
We are entitled to make subsequent performance conditional upon payment of the due purchase price. However, the Buyer is entitled to withhold a portion of the purchase price proportionate to the defect.
The Buyer must give us the time and opportunity required for subsequent performance, in particular by handing over the defective Goods for inspection purposes. In the case of replacement delivery, the Buyer must return the defective item to us upon request in accordance with statutory provisions; however, the Buyer has no independent right of return.
The expenses required for inspection and subsequent performance, in particular transport, travel, labor, and material costs, shall be borne or reimbursed by us in accordance with statutory provisions and these GTC if a defect actually exists. Otherwise, we may require the Buyer to reimburse the costs incurred as a result of an unjustified request for defect remedy if the Buyer knew or negligently did not know that no defect existed.
If a reasonable deadline set by the Buyer for subsequent performance has expired unsuccessfully or is dispensable under statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.
Claims by the Buyer for damages or reimbursement of futile expenses exist only in accordance with § 9 and are otherwise excluded.
§9 Other Liability
Unless otherwise stated in these GTC, including the following provisions, we are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
We are liable for damages – regardless of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, subject to statutory limitations of liability (e.g., care in one’s own affairs; minor breach of duty), we are liable only:
a) for damages resulting from injury to life, body, or health;
b) for damages resulting from breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, our liability is limited to compensation for foreseeable, typically occurring damage.
The liability limitations arising from paragraph 2 also apply to third parties and to breaches of duty by persons whose fault we are responsible for under statutory provisions. They do not apply where a defect has been fraudulently concealed, a guarantee for the quality of the Goods has been assumed, or for claims by the Buyer under the Product Liability Act.
For a breach of duty that does not consist of a defect, the Buyer may only withdraw from or terminate the contract if we are responsible for the breach of duty. A free right of termination by the Buyer (in particular pursuant to §§ 650, 648 BGB) is excluded. Otherwise, statutory requirements and legal consequences apply.
If we provide technical information or act in an advisory capacity and such information or advice does not form part of the contractually agreed scope of performance owed by us, this is provided free of charge and with exclusion of any liability.
§10 Limitation Period
Deviating from § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance is agreed, the limitation period begins upon acceptance.
Statutory special provisions regarding limitation periods (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) remain unaffected.
The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the Buyer based on a defect of the Goods, unless application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the Buyer pursuant to § 9 para. 2 sentence 1 and sentence 2(a) as well as under the Product Liability Act are subject exclusively to statutory limitation periods.
§11 Governing Law and Place of Jurisdiction
These GTC and the contractual relationship between us and the Buyer are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our place of business in Balve. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we are also entitled to bring an action at the Buyer’s general place of jurisdiction. Mandatory statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.
Version: June 2025
