1. Scope
These General Terms and Conditions (hereinafter “GTC”) apply to all sales to customers (hereinafter “Buyer”), provided that the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). These GTC apply exclusively. Any terms and conditions of the Buyer that conflict with or deviate from these GTC shall not be recognized unless we have expressly agreed to their validity in writing. These GTC shall also apply to all future transactions with the Buyer, insofar as they are transactions of a similar nature. Individual agreements, including ancillary arrangements, amendments or supplements, as well as expressly agreed allocation-of-responsibility agreements or other technical agreements, shall take precedence over these GTC. The current version of these GTC is available at any time on our website at www.runge-pharma.de.
2. Offers and Prices
We supply without any minimum order value or minimum quantity. All offers are non-binding unless expressly confirmed in writing as binding. All offers are subject to price changes resulting from modifications of the manufacturer’s or wholesaler’s sales or purchase prices and foreign exchange fluctuations. Unless otherwise agreed, all prices are net FCA Lörrach (Incoterms® 2020) plus packaging, transport and logistics costs, and applicable VAT. Should significant cost changes occur after the conclusion of the contract (e.g. in energy, raw materials or transport), we reserve the right to make reasonable price adjustments, provided they are acceptable to the Buyer.
3. Orders
Orders placed by the Buyer are accepted upon confirmation and submission of an electronic order form or upon written or verbal transmission. Orders shall only be deemed accepted once confirmed by us in writing. In the absence of separate confirmation, the invoice or shipment constitutes acceptance. Orders are received exclusively through our order department. We reserve the right to decline orders without stating reasons; in such cases, the Buyer will be informed immediately.
4. Delivery Periods, Force Majeure and Export Restrictions
Unless expressly confirmed in writing as binding, all stated delivery dates are non-binding. Agreed deadlines are met when the goods are dispatched by the agreed date. Unforeseeable delivery impediments, such as force majeure, strikes, lockouts, or failure of public energy, telephone or data networks, which cannot be prevented despite reasonable diligence, extend the delivery period by the duration of the impediment. The same applies in cases of supply shortages. If the impediment lasts longer than eight weeks, we may withdraw from the contract. If delivery becomes impossible or unreasonable for reasons beyond our control, we are entitled to withdraw. Export transactions are subject to the condition that no export control or other trade restrictions prevent delivery. We shall not be liable for delays caused by non-delivery from our own suppliers unless attributable to our fault.
5. Delivery and Transfer of Risk
Unless otherwise agreed, delivery is made FCA Lörrach (Incoterms® 2020). The risk of accidental loss or deterioration passes to the Buyer upon handover to the carrier or freight forwarder. If shipment is delayed due to the Buyer’s fault, risk passes upon notice of readiness for dispatch. Partial deliveries are permitted. Transport insurance is arranged only at the Buyer’s request and expense. The Buyer must comply with storage requirements (e.g. cooling). The goods may not be used after expiry. Runge Pharma determines shipment route and method at its discretion. Delivery obligations require timely fulfilment of the Buyer’s obligations, particularly payment. We are not obliged to deliver while the Buyer is in payment default.
6. Terms of Payment, Set-off and Retention Rights
Unless otherwise agreed, invoices are payable within 14 days after the invoice date and delivery without deduction. Payments may be made by bank transfer, advance payment, or direct debit; cheque or bill of exchange payments are excluded. Upon delay, the Buyer owes default interest at 8 percentage points above the base rate pursuant to Section 288(2) BGB. We reserve the right to claim further damages. Retention rights may only be asserted if based on the same contractual relationship and undisputed or legally established. Set-off is only permitted with undisputed or finally adjudicated claims. Unless otherwise agreed, payment terms are 14 calendar days for German customers, 30 days for Swiss customers, and immediate payment for all others.
7. Retention of Title
The goods remain our property until all claims arising from the business relationship have been paid in full. For running accounts, retention of title secures the balance owed. During retention, the Buyer bears all risk of loss, theft, or damage. Pledging or transfer by way of security is not permitted. The Buyer may resell in the ordinary course of business, assigning receivables from resale to us. We accept this assignment. The Buyer may collect assigned receivables while fulfilling obligations to us and remaining solvent. Upon request, the Buyer shall provide necessary collection information and notify debtors. The Buyer must promptly inform us of third-party enforcement on retained goods. We shall release securities upon request if their value exceeds our secured claims by more than 15%.
8. Redistribution
Unless otherwise agreed in writing, Buyers who are not wholesalers or manufacturers may resell finished medicinal products only to end consumers (patients) and not to other wholesalers.
9. Notice of Defects and Warranty
The Buyer’s rights for defective goods follow statutory provisions, except that replacement delivery of non-defective goods is owed instead of repair. Damage claims are excluded unless resulting from injury to life, body or health or caused by gross negligence or intent. The Buyer must inspect goods immediately upon receipt and report obvious defects within eight days, and hidden defects within eight days of discovery. Failure to do so constitutes acceptance. Warranty claims expire twelve months after delivery, except for fraudulent concealment, guarantees, or liability under the Product Liability Act.
10. Return of Non-Defective Goods
Return of faultless goods is excluded, particularly for goods already imported into the destination country. Unauthorized returns will not be credited and will be properly destroyed after notification. A destruction certificate is available upon request.
11. Liability and Limitation of Liability
We are fully liable for intent and gross negligence. In cases of slight negligence involving essential obligations, liability is limited to foreseeable, typical damage, up to EUR 500’000 for property and EUR 100‘000 for financial losses. For non-essential obligations, no liability applies. Liability for fraud, guarantees, Product Liability or Medicinal Products Acts, or injury to life, body, or health remains unaffected. Product information and advice are non-binding and provided without liability. In delay cases, damages for slight negligence are capped at 10% of the affected quantity’s purchase price. Claims subject to limitation expire one year from statutory commencement. The above limits apply equally to our legal representatives and employees.
12. Placing on the Market
The Buyer is responsible for placing goods on the market in the destination country and assumes all related legal obligations, especially compliance with national medicinal product laws. The Buyer shall indemnify us for any resulting damages. We assume no responsibility but may assist in obtaining necessary permits.
13. Confidentiality
The Buyer shall treat all information obtained in the course of the business relationship—such as prices, terms, contractual content, operations, and other non-public information—as strictly confidential and not disclose it to third parties. This obligation survives termination. Exceptions apply to information lawfully known, public, or required to be disclosed by law. The Buyer shall ensure employees and affiliates observe this confidentiality.
14. Place of Performance, Governing Law and Jurisdiction
Place of performance for all deliveries and payments is Lörrach, Germany. German law applies exclusively, excluding the CISG. Exclusive jurisdiction for all disputes is Lörrach, provided the Buyer is a merchant or legal entity under public law or has no registered office in Germany. We may also initiate arbitration under the Rules of the German Institution of Arbitration (DIS). The seat of arbitration is Lörrach. The arbitral tribunal shall consist of three arbitrators if the amount in dispute exceeds EUR 100’000, otherwise one arbitrator. The language of proceedings is German.
15. Miscellaneous
The Buyer agrees that personal data may be stored and processed in the context of the business relationship; data will not be shared with third parties unless the Buyer agrees to it. Should any provision of these GTC be or become invalid, the remaining provisions remain unaffected. The invalid provision shall be replaced by one that most closely reflects its economic intent. These GTC supersede all previous terms and conditions.
Runge Pharma GmbH & Co. KG
Dr Hauke Runge
Georges-Köhler-Str. 4
79539 Lörrach, Germany
Version: October 2024
