General terms and conditions

For manufacturers, hospitals and resellers

Scope of application
These General Terms and Conditions (hereinafter referred to as GTC) apply exclusively to sales to manufacturers, hospitals and resellers, in particular wholesalers and pharmacies. We shall only recognize terms and conditions of the Purchaser that conflict with or deviate from these GTC if we expressly agree to their validity in writing. These General Terms and Conditions shall also apply to all future business with the Purchaser, insofar as legal transactions of a related nature are concerned.

Offers
We deliver without minimum order value and minimum quantity.

All offers are subject to change without notice, unless they are expressly designated or agreed in writing as binding. All offers are expressly subject to price changes as a result of changes in the manufacturer's/wholesaler's selling/purchasing price and exchange rate fluctuations.

Unless otherwise agreed in writing, all agreed delivery prices are net prices excluding the value added tax applicable at the time of invoicing and in the respective country and excluding transport/shipping and other logistics costs.

Orders
Orders of the Buyer shall be accepted by confirming and sending an electronic order form or by transmitting the order in writing or by telephone and shall only be deemed accepted when confirmed by us in writing. The order confirmation shall be replaced by the invoice or the shipment of the goods when the order is executed. Orders are accepted exclusively by our order acceptance department. We reserve the right not to accept and execute orders without giving reasons. In such a case, the customer will be notified immediately.

Delivery periods
Unless designated as binding or agreed in writing, all delivery dates stated are non-binding. Agreed delivery periods shall be deemed to have been met if the delivery is dispatched by the agreed date. Unforeseen obstacles to delivery, such as cases of force majeure, lockouts, strikes, failures of the public energy, telephone or data line network in our own company, which cannot be averted by us despite reasonable care, shall extend the delivery date or agreed delivery periods by the period necessary to eliminate the circumstances. The same applies to delivery difficulties and supply bottlenecks. If the hindrance lasts longer than 8 weeks, we are entitled to withdraw from the contract.

Subject to our own fault, we shall not be in default vis-à-vis the purchaser in the event of non-delivery or late delivery to us and shall be entitled to withdraw from the contract.

Delivery & Transfer of Risk
Unless otherwise agreed, we deliver for the account and at the risk of the purchaser. Partial deliveries are permissible, the buyer does not incur any additional shipping costs. Transport insurance will only be taken out at the request and expense of the purchaser. Unless otherwise agreed, the risk shall pass to the Buyer as soon as we hand over the goods to the forwarding agent, carrier or other person designated to carry out the shipment. If the shipment is delayed due to circumstances for which we are not responsible or if the buyer does not accept the goods in time although they were offered to him, the risk shall pass to the buyer upon receipt of the notice of readiness.

Storage regulations, in particular cooling and temperature regulations, must be monitored and complied with by the purchaser for goods within his area of responsibility. The delivered goods may not be used after the expiry date. The Purchaser shall be responsible for this.

The Supplier may only assert a right of retention with regard to the delivery of goods insofar as it is based on claims from the same contractual relationship that are undisputed, ready for a decision or established by a court of law. Offsetting shall only be considered if the supplier's claim is undisputed, ready for decision or legally established.

The choice of the shipping route and the shipping method will be made by Runge Pharma at its best discretion. Wishes of the buyer will be considered appropriately.

Compliance with our delivery obligation requires the timely and proper fulfillment of the buyer's obligations (especially payment obligations). Our obligation to deliver is suspended as long as the buyer is in default with a due payment from the current business relationship.

Standard postage
Unless otherwise agreed in writing, we deliver to German customers from 100,- Euro net order value, Swiss customers from 80,- CHF and international customers from 200,- Euro freight or postage free to the place of receipt including packaging. Refrigerated goods are excluded from this regulation. For ambient shipments we charge 5.50 Euro postage to Germany, for untempered packages 3.95 Euro and for refrigerated shipments 9.00 Euro. For untempered parcels to Switzerland we charge 7,50 CHF, for ambient parcels 22,50 CHF and for chilled goods 12,00 CHF. Additional charges may apply for ambient and chilled goods depending on size and weight. Special requests of the buyer regarding packaging and shipping will be charged to the buyer.

Payment
Unless otherwise agreed, invoices for German customers are due for payment within 14 calendar days, for Swiss customers within 30 calendar days and for customers from other countries immediately from the invoice date without deduction.

Payments are possible by bank transfer, advance payment or direct debit. Payment by check or bill of exchange is not possible.

If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 8% above the prime rate set by the European Central Bank per annum. We expressly reserve the right to claim damages in excess of this amount.

Retention of title
The goods shall remain our property until full payment of all claims to which we are entitled from the business relationship. In the case of current accounts, the retained title shall be deemed security for our respective accounts receivable balance. For the duration of the retention of title, the buyer shall bear the full risk of the goods, in particular the risk of loss, accidental destruction and accidental deterioration. The pledging or transfer by way of security of goods on which our reservation of title rests is not permitted to the buyer. However, he shall be entitled to resell the goods in his ordinary course of business. The purchaser shall assign to us the claims arising from the resale of the goods subject to retention of title when the goods are resold. We accept this assignment. Notwithstanding this assignment and our right to collect, the buyer shall be entitled to collect as long as he meets his obligations to us and does not suffer a loss of assets. At our request, the Buyer shall immediately provide us with the information on the assigned claims required for collection and notify the debtor of the assignment.

The purchaser must inform us immediately in writing of any enforcement measures by third parties against the reserved goods or the claims assigned in advance, handing over the documents necessary for an intervention. We undertake to release the securities to which we are entitled in accordance with the above conditions at our discretion at the request of the Buyer to the extent that these exceed the value of the claims to be secured by more than 20%.

Transfer
Unless the customer is a wholesaler or manufacturer himself and unless otherwise agreed in writing, delivered finished medicinal products may in principle only be resold by the buyer to end users (patients) and not to other wholesalers.

Warranty & Duty of Examination
The claims of the buyer because of defective goods are basically based on the law, but instead of the removal of the defect only the delivery of a defect-free item is owed. Claims for damages of the buyer are excluded, unless a duty insurance would have led to damages in the form of injury to life, body or health or would have been grossly negligent or intentional or would have concerned main obligations under the contract.

The purchaser shall inspect the goods immediately after receipt of the goods and shall notify us of any defects discovered immediately thereafter. The buyer loses his claims resulting from the delivery of defective goods, if he violates the reasonable obligations, in particular does not carry out an at least random inspection or does not carry it out properly. Claims for defects shall become statute-barred within one year from delivery of the goods.

Returns
The return of delivered goods for exchange or credit is generally not possible. This applies in particular to products already imported in the destination country. Unsolicited returned goods will be destroyed by us without compensation and without notification. We are not obliged to store or return such goods.

Liability, limitation of liability
We shall be liable without limitation for intent and gross negligence. In the event of a slightly negligent breach of a primary performance obligation or a secondary obligation, the breach of which jeopardizes the achievement of the purpose of the contract or the fulfillment of which makes the proper execution of the contract possible in the first place and on the fulfillment of which the buyer could rely (essential secondary obligation), our liability shall be limited to damages foreseeable at the time of the conclusion of the contract and typical for the contract, but no more than 500,000 euros in the case of property damage and 100,000 euros in the case of financial loss. We shall not be liable in the event of a slightly negligent breach of ancillary obligations which do not form part of the essential ancillary obligations.

Liability in the event of fraudulent concealment of defects or in the event of the assumption of a quality guarantee as well as liability for claims based on the Product Liability Act / Medicinal Products Act and for damages due to injury to life, limb and health shall remain unaffected. A change of the burden of proof to the disadvantage of the buyer is not connected with this regulation.

All product specifications, technical information and consulting services of Runge Pharma are of informative character only and do not represent any assurances of durability, condition or guarantee. Unless otherwise agreed, these services are free of charge and are provided under exclusion of any liability.

In addition to delivery, the Purchaser may claim compensation for damage caused by delay, provided there is intent or gross negligence. In the case of slight negligence, liability shall be limited to damages foreseeable at the time of conclusion of the contract and typical for the contract, but not more than 10% of the delivery price of the (partial) quantity in default.

Claims for damages by the purchaser for which we have limited liability shall become statute-barred one year after the statutory commencement of the limitation period. This shall not apply to claims in tort and statutory rights of recourse.

The above exclusions and limitations of liability shall apply to the same extent in favor of our corporate bodies, legal representatives, employees and other vicarious agents.

Placing on the market
The Buyer shall be the person responsible for placing the goods on the market in the country of destination and shall assume all legal obligations arising therefrom. In particular, he undertakes to comply with the traffic regulations applicable in the country of destination, including the provisions of pharmaceutical law. The buyer is liable to pay compensation for any resulting damage.

Processing of personal data
We process and use the data collected upon conclusion of the contract, which are necessary for the processing and execution of the proper fulfillment of the contract. The customer is aware that personal data is stored on data carriers. The customer expressly agrees to the collection, processing, storage and use of his personal data for the preparation of offers and order processing.

As far as we have to collect and store personal data of the customer, we assure their confidential treatment. We will not pass on such data to third parties.

The customer can revoke this consent at any time with immediate effect for the future. In this case, we undertake to delete the personal data immediately.

Other
Runge Pharma publishes the current version on the Internet at www.rungepharma.de and can thus be viewed by buyers at any time.

The customer agrees that his personal data will be stored and processed within the scope of the business relationship. The data will not be passed on to third parties.

All contracts with Runge Pharma are exclusively governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected.

With these General Terms and Conditions all previous conditions become invalid.

The place of jurisdiction is Lörrach. However, we are also entitled to sue the customer at the court responsible for his company or domicile.

Place of performance is Lörrach.

Runge Pharma GmbH & Co. KG
Inh. Dr. Hauke Runge
Georges-Köhler-Straße 4
79539 Lörrach
Germany

Status of the GTC: 14.12.2020