General terms of delivery the
Global Pharma & healthcare GPH GmbH
§ 1 Validity
(1) For all delivery contracts between us and our customers, if they are entrepreneurs in terms of § 14 German Civil Code, legal persons under public law or public law special fund, only the following general delivery conditions apply. The customer accepts these conditions by placing an order at the latest or by acceptance of delivery.
(2) verbal agreements have been made. Deviating or supplementary conditions of our supply agreements are individual for purposes of evidence in writing. Unless otherwise agreed, it shall only apply to the individual case.
§ 2 Conclusion of contract
(1) Our offers are subject to change. The contract offer is only in the order placed by the customer, which can also be made by electronic transmission. The offer of a contract shall not be deemed accepted when we have confirmed the order through delivery, invoicing or special writing.
(2) For hazardous materials, and other materials whose supply or use specific statutory or regulatory provisions
subject to the order is placed at the same time be regarded as confirmation of the buyer that he wants to use these products only in permitted ways.
§ 3 Price
The goods delivered shall be calculated at the day of delivery (date of delivery) current prices plus VAT at the applicable rate. Packing and shipping costs are not included in our prices and can separately
Penalty. The granting of block pricing sets the final terms of the full scale quantity for its own account in a
§ 4 Delivery and transfer of risk
(1) Partial deliveries are permissible. We are entitled to deliver even before an agreed date. Will we, as far as for us only after
Conclusion recognizable by force majeure, natural disasters, labor disputes, government intervention, supply difficulties, traffic disruptions, breakdowns, lack of timely delivery by our suppliers or from other similar
Reasons prevented the timely fulfillment of our delivery obligations, we have not responsible for this and rest our delivery obligation for the duration of the obstruction and the extent of its effect. If this is not reasonable for the customer, he is after a
authorized by him to be set reasonable time to withdraw from the contract. A deadline is not required in the Act
cases mentioned (§ 323 paragraph 2 and 4 BGB § 326, paragraph 5). A claim for damages or compensation is excluded.
We have a partial performance, the customer can only withdraw from the entire contract if the performance of no interest
has. In case of delivery delays, the customer is responsible, agreed to extend or postpone delivery times and dates
(2) If the goods are sent to the recipient at his request, to go with the delivery of goods to our shipping agent,
However, at the latest upon their leaving our warehouse, the risk of accidental loss and accidental deterioration of the goods on
the purchaser, irrespective of whether the place of delivery and who bears the freight costs. Be delayed
Extradition on the grounds that the customer is responsible, the risk shall already with the notice of readiness.
And route of shipment will be determined by us. We are not obliged to insure the shipped item.
§ 5 Acceptance of the goods and return of shipping containers and packaging materials
(1) Items whose appearance suggests damage to the contents may only be subject to claims for damages
be adopted against the shipping company. If the customer by opening a consignment fracture in the same firm, as is
immediately to consult a representative of the transport company and issue a certificate of damage with him.
(2) The customer has to bear by suitable means ensure that the product can be delivered at any time even
and is protected from access by unauthorized third parties when no person is present reception.
(3) If we use our own transport containers and custom packaging materials when shipping, these are left to the customer only on loan to treat him with care to drain immediately and returned at the latest on our next delivery to our transport officer, they may only trade in goods between us and be used to the customer. For loaned to transport containers and packing materials that we have not get back, the customer has given us our cost price to
§ 6 Payment
(1) Our invoices are deemed accepted if the customer has not objected to them within 10 days of receipt in writing and we are required to inform the consumer at the beginning of the period to the intended consequences of his actions. - 2 -
The calculations are, unless expressly agreed otherwise, within 30 days of the invoice date without any deduction
payable. The date of payment is the date of the credit to our account.
(2) Payments by the Customer are allowed only by special agreement is a deferred payment of purchase price
not involved. Discount fees and costs are payable by the customer immediately. Drafts and checks are taken in by us only on account of performance and without warranty of protest. Credits on bills and checks the customer's payments are under the
Subject to the final payment of the bill or the check. For reverse exchange these regulations apply accordingly.
(3) Our transport agents are only allowed to accept cash or personal checks when issued by us
Have receipts or reception powers in possession.
(4) The customer gets, unless otherwise agreed, within 30 days of the invoice date and the invoice or a
equivalent payment without reminder. Is the date of the invoice or payment statement unsure
so the customer gets no later than 30 days after the invoice date and receive our delay in delivery. In case of delay of payment
Customer, we are entitled to charge interest at the rate of 8 percent per annum demand above the base rate. The assertion
of further damage is not excluded.
(5) If, after a supply contract, that our claim for payment by the inefficiency of the
Customer is at risk, we are entitled to all goods delivered but not yet paid immediate security or
To demand cash payment without any deduction for any and yet to be delivered in advance or cash. Corresponds to the customer
our backup or payment request is not timely, then we are entitled, of all supply contracts with the purchaser
withdraw. For deliveries against advance payment or cash payment in accordance with clause 1 we give for the delivered goods in all security rights under § § 7 and 8, if they are not of processing, combining, blending and mixing of the reserved goods
arise within the meaning of § 7 and collateral within the meaning of § 8 and from the sale of processed, connected, mixed or commingled reservation and hedging commodity.
(6) The purchaser may offset against our claims with undisputed or legally established counterclaims. A lien for claims that do not originate from the same contract, the purchaser is not entitled to.
§ 7 Retention of title
(1) We reserve the right to full payment of all present and future claims arising from the business relationship with the purchaser title to the goods delivered. This also applies to products produced by third parties on our behalf and for
our invoice will be delivered directly to the customer. The setting of our individual claims in a current account
as well as the balance and its recognition not cancel the reservation of ownership. The customer is authorized to dispose of the reserved goods in
to have proper business. He is obliged them adequately against theft, breakage, fire, water and other damage
to insure. Intervention of others in our reserved property, the purchaser to us immediately. He is committed to the third party of our
Pointed rights reserved.
(2) If our reserved goods are processed by the customer to a new movable so the processing is done for us without
that we are obligated from. In processing, combining or mixing of our reserved goods with other
not belong to us, we have a co-ownership by emerging in relation to the objective of the fair value of our
Goods supplied subject to the other goods at the time of processing, combining or mixing. For
In the event that the purchaser acquires through processing, combining or mixing sole ownership, the Parties agree that the Purchaser are now co-owned by the ratio of the objective market value of the reserved goods to the other goods at the time of processing, combining or mixing and transferring these goods secures for us without charge. As far as the things are in the possession of a third party, the customer assigns his claims against them, in particular his claims from now on us, we accept the assignment. According to the provisions of this paragraph
our ownership or co-arrived goods shall be deemed reserved goods within the meaning of paragraph 1 and the following provisions.
(3) Until full payment of all present and future claims arising from the business relationship with the customers of the purchaser hereby assigns by way of security all claims arising from the resale of the reserved goods to us, especially those with health insurance companies and clearinghouses of submitted recipes including the claims against the clearinghouses from confiscation order; upon the sale of goods that are in our ownership, the assignment shall be made pro rata in
our co-ownership of a corresponding amount. We accept the assignment. If the customer claims from the resale-
sale of goods subject to an existing with its customers, a health insurance company or a clearing account current
a, shall extend the assignment in advance - if rata - the balance and closing balance demands of the customer and his rights
to terminate the current account relationship and its claims to finding the balance. The assignment shall apply - if proportional - to the demands of the buyer from the sale of its entire warehouse, also in connection with the sale of its entire operation, and demands that occur by operation of law or by virtue of agreement in place vorausabgetretener demands. Paragraph 1
Theorem 3 applies to the extended retention of title. Claims of the customer arising after the opening of insolvency proceedings against its assets are excluded from the assignment of this paragraph 3. The customer is entitled to collect the
previously assigned receivables in the ordinary course of business power.
(4) The right of the purchaser to dispose of our reserved goods, especially to its processing, combining, mixing, blending and sale, and to collect assigned claims shall expire if it is evident that our claims
be jeopardized by lack of funds for payment of the customer, or if we or our approval available
Collection for breach of contract (including late payment) of the customer, which endangers our security interests, revoked. Our security interests are affected or threatened by actions of third parties, the customer has to inform us immediately. - 3 -
(5) termination of the authority of the Customer to dispose of the reserved goods, we are entitled, after issuing a determination of a payment period, take the inventory of the buyer to demand return of the reserved goods, the goods subject to retention
take away from the possession of the purchaser or a third owner, and for this purpose to enter the premises of the customer or third owner. A deadline is not required in the cases specified in the law. The customer shall provide us with all information
issue and documents that we need to pursue our rights. The demand due to the retention of title shall constitute a withdrawal from the contract.
(6) As soon as the power goes out the customer to collect assigned claims, the following rules apply: The purchaser shall, upon our request, the debtors of the assigned claims of the assignment in writing. We are also entitled to notify the assignment on their own behalf or on behalf of the customer himself. The buyer has to give us, at our request, the information required to assert the claims and documents or surrendered, unless it is confidential patient data to the disclosure of the customer pursuant to § 203 of the Penal Code against us is not authorized. A transfer pursuant to § 203
Criminal Code protected confidential patient information to us should under no circumstances, all relevant statutory and contractual
Disclosure and accounting claims against whomever, in particular § § 402 and 666 BGB, as well as the provision of § 401
BGB extent expressly waived. Revocable at any time at our request and at our expense, the buyer is obliged to
Calculations that make the debtor to the assigned claims and objections, the debtor assigned to the
Make demands, and to consider, and out of court to recover assets that the debtor does not voluntarily comply. The
Customer is far revocable right to collect the assigned claims in its own name, but only with the proviso that
is to be paid directly to us.
(7) If the realizable value of the granted under the above provisions not only temporarily
secured claims by more than 10%, we are within the appropriate scope for the release of our choice. This coverage limit is raised to the current sales tax rate, unless we made in the event of liquidation, the payment of VAT
Exploitation revenues are loaded. As realizable value is the nominal amount of the goods at the time of the release valid wholesale purchase price of receivables. Upon payment of all our claims from the business relationship with the customers which we go after this
§ 7 rights reserved and transferred to the Customer.
§ 8 Security transfers
(1) transfers to backup all our present and future claims arising from the business relationship with the customer
us the purchaser hereby insofar as we are not entitled to the rights already under § 7:
1 all its present and future sole ownership and co-ownership of goods that are located on its premises, as well as all current and future benefit rights of such goods, the goods will be free of charge for us
custody, the purchaser must have the goods in the ordinary course of business, he has them against theft, breakage,
Fire, water and other damage appropriate; intervention of others in our collateral the customer shall notify us immediately, and he is obliged to inform the third party of our security interests, not for the cases of processing, combining, mixing and blending of Sicherungsguts with others belong to us, the provisions of §
7 paragraph 2 of this;
2 its present and future claims arising from insurance of our reserved goods (§ 7) and our Sicherungsguts (§ 8
Sentence 1 No. 1);
3 its present and future claims and portions of claims from the resale of goods, especially
including those against health insurance companies and clearinghouses from recipes submitted, including the claims against the accounting departments of confiscation orders and those who by operation of law or by virtue of agreement to the site of the original
Claims come from resale; § 7, paragraph 3, sentence 3 and 4 shall apply accordingly; excluded from the assignment
Receivables and receivables Shares subject to the extended retention of title or of a third party only after opening
of insolvency proceedings over the assets of the purchaser incurred, the buyer is entitled to collect the claims from the
Further sale of specific goods in the ordinary course of business authorized;
4 its present and future claims against other creditors and secured party subject to recovery of property, ownership and entitlement rights to goods as well as receivables and receivables from the resale of shares of goods;
5 its present and future claims arising from the sale or other commercial exploitation of your entire business operation or of parts of companies, including other or additional newly opened or acquired (branch) pharmacies, and in particular payment of the consideration for the sale, rental and leasing of the business, the business unit , the computer, the warehouse, the Receivable, the customer base, other intangible assets and for protection against competition, advice on remuneration and reimbursement of the lessor and the lessor of its pharmacy business
his business premises Provided deposit payments; excluded from the assignment are claims that extended the
Subject to retention of title or of a third party only after the opening of insolvency proceedings over the assets of the purchaser incurred.
We take the transfers to paragraphs 1 to 5 herewith.
(2) § For the recovery and release of Sicherungsguts accordance with paragraph 7, paragraph 1 4-7 with the exception of paragraph 5 sentence 4
(Withdrawal) accordingly. - 4 -
§ 9 Warranty
(1) The customer must inspect the goods immediately upon receipt and their conformity us all identifiable
Defects, shortages and incorrect deliveries immediately upon receipt, later became apparent defects, shortages and incorrect deliveries
immediately after discovery in writing with an exact description of the complaint, specifying the date and number of the invoice and accompanied by the return receipt. Should the buyer the timely and proper form display, then
the goods are deemed approved, unless it is to or shortages
Incorrect deliveries are that obviously differ from ordering so much that we had to consider the approval of the purchaser as excluded. The investigation of the delivered goods for defects is genuine legal obligation of the customer. Of an obligation to pay compensation for damage incurred by the purchaser or any third party for breach of this duty investigation, the customer shall indemnify us. Rejected goods shall be returned immediately and properly packaged.
(2) Our liability for defects is limited to the delivery of replacement goods free. Fails to replace the goods is
the replacement to the buyer unreasonable or we refuse performance seriously and finally, the purchaser may, at his
Choice reduce the purchase price or withdraw from the contract. The liability for damages shall be limited in accordance with § 10, which
also applies to a claim for reimbursement of expenses. If the Customer has made changes to the goods, especially seals and
Seal opened, so all warranties are excluded.
(3) All claims that are derived from the defectiveness of the product, including any claims for damages
expire one year from delivery of the goods, except in case of intent. This also applies to any competing congruent damages arising from non-contractual liability.
§ 10 Liability
(1) We are liable for damages, irrespective of their legal basis in case of intent or gross negligence of our agents or organs. This limitation of liability does not apply to breach of contract, unless it is the liability for
Defects. In case of breach of fundamental contractual obligations, the liability is limited to typical foreseeable damage. Basics
Contractual duties are those whose fulfillment enables the proper execution of the contract and on whose compliance the contracting partner may regularly rely.
(2) § 9, paragraph 3 shall apply mutatis mutandis to the limitation of claims for damages outside the scope of § 9th
(3) A liability for damages because of our assumed warranty and liability under the Product Liability Act, the
Medicines Act and other mandatory statutory liability provisions remains unaffected by the above provisions. The same
applies to a liability for damages arising from injury to life, body or health.
(4), we accept and our transportation commissioner a convenience goods, recipes and other items is as enclosed by the purchaser to be forwarded to third parties or third parties for further transport to the customer, insofar as any liability for negligence
excluded for us and our transport officer. The incumbent on the customer proof of delivery and the content of the cabinet can be performed only by deeds.
§ 11 Redemption and purchase of goods and packing material
Whether we purchase from us or from third parties delivered goods and packing materials or on what terms, and, if necessary, is
at our discretion. § 5 paragraph 3 and the provisions of the Ordinance and the Operating Regulation of drug wholesale operations remain unaffected.
§ 12 Rights to documents
We reserve all rights to illustrations, drawings, calculations, conditions and other documents that we have made available to his customer, explicitly.
We collect, store or transmit personal data only under the Necessary to fulfill our business purposes in accordance with applicable data protection regulations. On request we will inform the customer in writing whether
which, if any individual (s) data stored on it with us.
§ 14 Place of performance and jurisdiction
Place of performance for all obligations arising from the contractual relationship is Hamburg branch of our company, which handles the contract. Court of jurisdiction for all legal disputes the contractual relationship is, if the customer is merchant, legal entity under public law or public law special fund, at our discretion, either our head office or place of
of that branch of our company, which handles the contract. This jurisdiction agreement shall also apply if the purchaser
has no general jurisdiction in Germany.
§ 15 Partial Invalidity
If individual parts of the above delivery terms ineffective or waived, as is the validity of the rest of it
unaffected. The parties are obliged to replace ineffective regulations by those who are legally effective and ineffective regulations for meaning and purpose and economic effect as far as possible Conform