GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF INFECTOPHARM ARZNEIMITTEL UND CONSILIUM GMBH (HEREINAFTER REFERRED TO AS "INFECTOPHARM")

I. Scope of Application

The following General Terms and Conditions of Sale and Delivery apply to all sales of goods and deliveries by INFECTOPHARM to entrepreneurs, legal entities under public law, and special funds under public law (hereinafter referred to as the “Buyer”).
Deviating terms and conditions of the Buyer that have not been expressly acknowledged in writing by INFECTOPHARM shall not be binding on INFECTOPHARM, even if INFECTOPHARM has not expressly objected to them.

II. Prices

Unless expressly agreed otherwise, the prices valid according to INFECTOPHARM’s price list on the date of dispatch shall apply. All prices are exclusive of the statutory value-added tax.
For orders with a net merchandise value of €300 or more per delivery, shipping within the Federal Republic of Germany is free of charge. Additional costs arising from excessively short ordering intervals of less than 7 days shall be borne by the Buyer. For orders with a net merchandise value of less than €300, the Buyer shall bear the actual shipping costs within the Federal Republic of Germany.
If conditions deviating from the wholesale price are agreed with hospital pharmacies and pharmacies supplying hospitals for clinical use, the products purchased under these conditions are intended exclusively for the treatment of inpatients. Any distribution for outpatient care that would result in INFECTOPHARM being obliged to grant discounts to health insurance providers under § 130a of the German Social Code, Book V (SGB V), is excluded. Separate agreements are required for such uses. Any violation will render the agreed pricing conditions invalid.

III. Payment

Payment must be made within 30 days from the date of invoice without any deductions. If the Buyer participates in the SEPA Core Direct Debit Scheme, INFECTOPHARM grants a discount of 0.75% if payment is made within 10 days from the invoice date. INFECTOPHARM shall notify the Buyer of the debit date at least 2 days prior to the account being charged.
The relevant date for determining timely payment is the date on which the payment is received by INFECTOPHARM. In the case of non-cash payments, the payment is deemed to have been received on the date the amount is irrevocably credited to INFECTOPHARM’s account.
The Buyer may assert a right of retention only if it is based on claims arising from the same contractual relationship. The Buyer may only offset claims against INFECTOPHARM’s claims if the counterclaim is undisputed or has been legally established.

IV. Delivery

Delivery dates are only binding if they have been confirmed in writing by INFECTOPHARM. INFECTOPHARM’s obligation to deliver is subject to the condition of proper and timely self-supply. The application of Incoterms 2020 is governed by the individually agreed terms between INFECTOPHARM and the Buyer in order to clearly define specific delivery and risk transfer provisions.

V. Transfer of Risk

The transfer of risk for loss or damage to the goods is generally governed by the individually agreed delivery terms (Incoterms 2020). If no specific Incoterms have been agreed upon, the risk transfers to the Buyer upon handover to the carrier or, in the case of collection by the Buyer, upon making the goods available to the Buyer.

VI. Retention of Title

The goods shall not pass into the ownership of the Buyer until the Buyer has fulfilled all obligations arising from the business relationship with INFECTOPHARM, regardless of the legal grounds. In the case of payment by check or bill of exchange, the retention of title shall remain until these have been redeemed.
The Buyer is entitled to resell the goods in the ordinary course of business; however, the Buyer hereby assigns to INFECTOPHARM all claims arising from the resale of the goods up to the amount of the gross invoice value for security purposes. The Buyer shall remain authorized to collect these claims even after assignment.
If the value of existing securities exceeds the claims to be secured by INFECTOPHARM against the Buyer by more than 20%, INFECTOPHARM shall, at the Buyer’s request, be obliged to release securities at its discretion to that extent.

VII. Warranty

The Buyer’s warranty rights shall only apply if the Buyer has complied with the inspection and notification obligations imposed by §§ 377, 378 of the German Commercial Code (HGB).
In the case of defective goods, INFECTOPHARM shall initially have the right to choose whether to remedy the defect or deliver a replacement (subsequent performance). If the subsequent performance fails after a reasonable period set each time, the Buyer may, at their discretion, reduce the purchase price or withdraw from the contract. Claims for damages under Section VIII remain unaffected.
The warranty period is one year from the delivery of the goods.

VIII. Claims for Damages

INFECTOPHARM is liable according to statutory provisions if the Buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence by representatives or vicarious agents of INFECTOPHARM. Unless INFECTOPHARM is accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
INFECTOPHARM is liable according to statutory provisions if INFECTOPHARM breaches a duty whose fulfillment enables the proper execution of the contract in the first place and on which the contractual partner regularly relies (so-called cardinal obligations); in such cases, INFECTOPHARM’s liability for damages is limited to the foreseeable, typically occurring damage.
Liability for intentional or negligent injury to life, body, or health remains unaffected; this also applies to claims under the Product Liability Act, the Medicines Act, as well as in cases of assumption of guarantees.
Unless otherwise stated above, liability is excluded. This also applies to all actions by representatives or vicarious agents of INFECTOPHARM.

IX. Return of Non-Defective Goods

The return or exchange of non-defective goods is generally excluded. Exceptions apply only if previously agreed upon.
Any return of transport packaging must be carried out at the Buyer’s expense and only after prior consultation with INFECTOPHARM. No remuneration will be paid for the disposal of transport packaging.

X. Resale

Hospital pharmacies and supply pharmacies that purchase goods from INFECTOPHARM at prices below the respective wholesale purchase prices valid according to the price list on the day of dispatch are not permitted to resell these goods within the territory of the Federal Republic of Germany, especially not to other hospital pharmacies, retail pharmacies, or wholesalers.

Exceptions to this restriction apply to deliveries made by supply pharmacies within the framework of an officially approved supply contract in accordance with § 14 of the German Pharmacy Act (Apothekengesetz).

XI. Applicable Law, Place of Performance, Jurisdiction, Miscellaneous

All contractual relationships between INFECTOPHARM and the Buyer shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The place of performance for all deliveries and services arising from the contract, including those involving bills of exchange and checks, is Heppenheim.

If the Buyer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law, or a public-law special fund, Frankfurt am Main shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Frankfurt am Main shall also be considered the agreed place of jurisdiction if the Buyer does not have a general place of jurisdiction within the Federal Republic of Germany.

Should any individual clauses of these terms and conditions of sale and delivery be wholly or partially invalid or void, this shall not affect the validity of the remaining clauses. The invalid provision shall be replaced by the applicable statutory regulation. The same applies in the event of any gaps in the provisions.

Updated version, effective as of September 1, 2024