The scope of these terms and conditions applies to the trade of raw materials for food, dietary supplements, cosmetics and of active ingredients for the manufacture of medicines and pharmaceutically manufactured drugs. Direct trade with consumers is excluded.
The following conditions apply to all contracts concluded with ConPhyMed Pharmaceutical GmbH. Exceptions apply only if they have been agreed to in writing. Objections to the GTC must be provided in writing, and written objections must be offered before the conclusion of the contract. The transmission of other terms and conditions or claims by the buyer, as well as formal defence clauses or the buyer’s silence regarding these terms and conditions, do not negate the GTC. Acceptance of goods by the buyer is deemed to be acceptance of the GTC.
This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG). That body regulates only commercial transactions.
Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is ConPhyMed Pharmaceutical GmbH’s place of business (Martinistr. 64, 20251 Hamburg) unless otherwise stated in the order confirmation.
All agreements applicable between the parties are set out in writing in this contract and the GTC. Oral collateral agreements have no effect.
The buyer undertakes only to trade or otherwise market products that consist of compactates from ConPhyMed Pharmaceutical GmbH. Admixture with products from other manufacturers, particularly compactates or granules, is prohibited.
Delivering individual active ingredients without further processing to end consumers by our customers is prohibited.
If an order is to be regarded as an offer according to § 145 BGB, ConPhyMed Pharmaceutical GmbH can accept it within two weeks.
ConPhyMed Pharmaceutical GmbH reserves the right of ownership of and copyright to all documents provided to the customer in connection with the submission of the order, e.g., calculations, recipe instructions, market analyses, certificates, etc. These documents may not be made accessible to third parties without our explicit written consent. If we do not accept the customer’s offer within two weeks, these documents must be returned to us immediately, and any digitally stored data or copies must be destroyed.
The buyer bears the risks involved in shipping, including partial deliveries. The transfer of risk to the buyer occurs when the goods are conveyed to the delivery company. Additional fees associated with delivery, express shipments, air freight or air mail will be borne by the buyer. Deliveries that fail to comply with these conditions are carried out ex works plus freight or postage costs. ConPhyMed Pharmaceutical GmbH retains discretion regarding the choice of shipping route.
ConPhyMed Pharmaceutical GmbH is released from any obligation to deliver and can withdraw from the contract in whole or in part if delivery becomes impossible for reasons beyond the control of ConPhyMed Pharmaceutical GmbH.
ConPhyMed Pharmaceutical GmbH is not liable for damage due to late delivery.
Delivery Times and Costs of Delivery from ConPhyMed Pharmaceutical GmbH:
Delivery to public pharmacies and companies (except wholesale):
For orders of €200.00 or more, ConPhyMed Pharmaceutical GmbH delivers postage or freight paid, including packaging. The minimum order quantity per active ingredient is 100g. Dispatch takes place via transport service provider (usually DHL) within 2–3 working days following order confirmation, if no delivery date is specified. Delivery time is dependent on the service provider and thus cannot be guaranteed.
Orders from 35 kg usually involved a delivery time of 10 business days and are palletised. The cost for palletised deliveries is a flat rate of €100.00 per pallet.
Delivery to pharmaceutical wholesalers:
ConPhyMed Pharmaceutical GmbH delivers active ingredients by postage or freight paid for orders with a value of goods of €1,000.00 or more, including packaging.
Delivery to general hospital pharmacies and hospital supply pharmacies:
ConPhyMed Pharmaceutical GmbH delivers active ingredients free of postage or freight for orders with a value of goods of €200.00 or more, including packaging.
If claims against the buyer are due for payment, ConPhyMed Pharmaceutical GmbH is not obligated to make further deliveries until all invoices (including possible default interest and costs) have been paid in full within the scope of the right of retention according to § 273 BGB.
The buyer is entitled to warranty rights only for obvious defects; complaints about defects must be made within fourteen days of receipt of goods. In cases of justified notices of defects, the buyer is entitled only to a replacement delivery of faultless goods or a reduction in price. ConPhyMed Pharmaceutical GmbH determines whether to execute a replacement delivery or a price reduction. Retention of the purchase price by the buyer due to defects is excluded.Defective goods must be returned postage or carriage paid. Warranty claims are available only to the direct customer and are not assignable.
Transport damage can be processed only by ConPhyMed Pharmaceutical GmbH and only if the transport company and ConPhyMed Pharmaceutical GmbH are informed in writing of the damage immediately upon receipt of product. Within eight days of receipt of the consignment, the damage report, statement of facts, bill of lading with damage confirmation by the carrier and a declaration of assignment must be submitted to ConPhyMed Pharmaceutical GmbH.The declaration of assignment must state that the damage is not otherwise claimed by the buyer. Upon delivery, missing packages must be noted immediately on the consignment note by the carrier. ConPhyMed Pharmaceutical GmbH must be informed immediately upon receipt of the goods by telephone and in text form of missing packages.
Goods delivered in accordance with the contract may not be returned or exchanged. Under exceptional circumstances, the written consent of ConPhyMed Pharmaceutical GmbH must be obtained before initiating a return.
The cost of the active ingredients, compactates and finished medicinal products is calculated at the prices valid on the day of the order, plus VAT. In the event of price increases after the conclusion of the contract, the buyer has the right to withdraw from the contract within 14 days of notification of the increased price. Deliveries to public pharmacies are made at the specified pharmacy reference prices. In the case of deliveries to pharmaceutical wholesalers, the calculation is based on the valid wholesale purchase price. Deliveries of clinic packs to general hospital pharmacies and hospital supply pharmacies take place at the clinic purchase price. The respective purchase prices are marked accordingly in the price lists. The assertion of a right of retention in commercial transactions is excluded. Any counterclaims by the buyer may be set off only if they have been recognized by ConPhyMed Pharmaceutical GmbH or have been legally established.
Invoices of amounts less than €20,000.00 are payable either by immediate payment or bank transfer within thirty (30) days. Unless other arrangements have been made, invoices of amounts exceeding €20,000.00 must be paid in advance. Goods will not be shipped until the full invoice amount has been credited to ConPhyMed Pharmaceutical GmbH.
Direct debit invoice amounts up to a maximum of €10,000.00 will be debited from the customer’s account using SEPA company direct debit. Participation in the SEPA company direct debit procedure is required. For all invoices paid via SEPA company direct debit, the payer will be informed at least one day before debiting occurs. The payer must ensure that the account has sufficient funds; if funds cannot be guaranteed, the bank will refuse to redeem the SEPA company direct debit, and a return debit fee in the amount of €20.00 will be added to the invoice amount. As the collection of the amount due via SEPA company direct debit is not possible following a failed collection attempt, the payer must change the method of payment and transfer the amount due via bank transfer.
ConPhyMed Pharmaceutical GmbH retains ownership of delivered items until all claims stemming from the delivery contract are paid in full, including all pending deliveries, even if no explicit reference is made to pending deliveries by ConPhyMed Pharmaceutical GmbH. ConPhyMed Pharmaceutical GmbH is entitled to repossess purchased items if the customer behaves in breach of contract.
Until ownership transfers to the customer, the customer must treat purchased items with care and inform ConPhyMed Pharmaceutical GmbH immediately in writing if delivered items are seized or exposed to interventions by third parties.Insofar as third parties are not able to reimburse ConPhyMed Pharmaceutical GmbH for court and out-of-court costs related to legal actions in accordance with § 771 ZPO, the customer will be liable for ConPhyMed Pharmaceutical GmbH’s losses.
The customer is entitled to resell the purchased items via normal business transactions. Purchasers in those transactions assign the claims against the customer from the resale of the purchased items to ConPhyMed Pharmaceutical GmbH in the sum of the final invoice amount contracted with us (including VAT). This assignment applies regardless of whether the purchased item is resold with or without processing. The customer remains authorized to collect the claim even after the assignment. ConPhyMed Pharmaceutical GmbH’s authority to collect the claim remains unaffected. However, we will not collect the claim if the customer meets the payment obligations from the proceeds received, is not in default of payment, insolvency proceedings have not been initiated, or suspension of payments has not occurred.
Treatment, processing or transformation of purchased items by the customer is always conducted in the name and on behalf of ConPhyMed Pharmaceutical GmbH. In this case, the purchaser’s expectant right to the purchased item carries over to the treated, processed, or transformed item. If the purchased item is processed with other items not purchased from ConPhyMed Pharmaceutical GmbH, we acquire co-ownership of the transformed item proportional to the objective value of our purchased item in relation to the other processed items at the time of processing. The same applies in the event of mixing; if mixing takes place so that the customer’s item is regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to ConPhyMed Pharmaceutical GmbH and protects the resulting sole ownership or co-ownership for us.
ConPhyMed Pharmaceutical GmbH has unlimited liability for intentional and gross negligence. Except in case of injury to life, limb or health, ConPhyMed Pharmaceutical GmbH is liable for simple negligence only if essential contractual obligations (cardinal obligations) are violated. Liability is limited to contract-typical and foreseeable damage.
Liability for indirect and unforeseeable damage, loss of production and use, loss of profit, missed savings and financial losses due to claims by third parties is excluded in the case of simple negligence, except in case of injury to life, limb or health.
Any liability other than that described in this contract is excluded, regardless of the legal nature of the asserted claim. However, the above limitations or exclusions of liability do not apply to mandatory no-fault liability (e.g., under the Product Liability Act) or liability under a no-fault guarantee. Exclusions and limitations on liability also apply to the personal liability of employees, employees, representatives, organs and vicarious agents of ConPhyMed Pharmaceutical GmbH.