General Terms and Conditions of Sale and Delivery of Dr. Hesse Tierpharma GmbH & Co. KG

  1. Scope
    1. The services and deliveries based on contracts for the sale of products of Dr. Hesse Tierpharma GmbH & Co. KG (hereinafter “SELLER”) in business transactions with entrepreneurs, legal entities under public law or special funds under public law (hereinafter “BUYER”), are exclusively subject to the following General Terms and Conditions of Sale of the SELLER (hereinafter “TERMS AND CONDITIONS OF SALE”).
    2. These CONDITIONS OF SALE shall also apply to future similar transactions between the SELLER and the BUYER.
    3. Differing or conflicting terms and conditions of the BUYER shall not be recognized. They shall not become part of the contract even if reference is made to them in an order, unless the SELLER has previously expressly agreed in writing to the validity of the BUYER’s conditions.
  2. Conclusion of contract
    1. The offers of the SELLER are subject to change. A contract is only concluded after acceptance in accordance with section 2.3.
    2. By placing an order, the BUYER bindingly declares that he/she wishes to purchase the products specified in the order (hereinafter referred to as “PRODUCTS”).
    3. The offer contained in the order may be accepted by the SELLER within 7 [sieben] working days after receipt of the order. Acceptance is made in writing or implied by sending the PRODUCTS.
    4. The period pursuant to section 2.3 shall commence in the event that a purchase can only be made under special additional conditions, such as, for example, the following conditions. a veterinary home pharmacy certificate only after the BUYER has provided evidence, in addition to his order, that he is authorized to obtain the PRODUCTS ordered. A separate request by the SELLER is not required for this.
  3. Prices and payment methods
    1. The Seller’s prices at the time of delivery according to the SELLER’s price list shall apply, plus the applicable statutory value added tax.
    2. Payment of the invoice amount shall be made exclusively to the SELLER’s account specified on the invoice.
    3. Unless otherwise agreed in writing, the invoice amount is due for payment without deduction within 10 (ten) working days from the invoice date. The BUYER shall make payments so that they are received by the SELLER no later than the 13th (thirteen) business day after the invoice date.
    4. Default interest shall be charged at a rate of 9 percentage points above the respective base interest rate p.a.. We reserve the right to claim higher specific damages for delay. The BUYER is entitled to prove that no or only minor damage has been caused by the delay in payment.
    5. If the BUYER defaults on a payment, the SELLER shall be free to withhold further deliveries or to deliver only in case of advance payment. Further legal claims of the SELLER remain unaffected.
  4. Delivery, transfer of risk
    1. The delivery is made as standard shipping FCA (Incoterms 2020; “Free Carrier”). This can be from the SELLER’s main location or from a logistics service provider commissioned by the SELLER. Veterinary medicinal products are supplied in compliance with GDP guidelines.
    2. The minimum net order value for carriage paid domestic delivery is EUR 500 net (plus VAT), i.e. from this amount the SELLER shall bear the freight costs incurred for standard shipping (no express shipping, no scheduled shipping, excluding ancillary costs for forwarding deliveries).
      With regard to the transfer of risk, the Incoterms 2020 “Standard Shipping Free Carrier” shall continue to apply to the delivery, see 4.1.
    3. The SELLER shall enclose with the delivery of the PRODUCTS all documents required by law.

    4. Delivery is at the risk of the BUYER. The BUYER is free to take out transport insurance.
    5. If the delivery is organized by the BUYER (own execution or commissioning), the BUYER is obliged to ensure the appropriate qualification of the chosen carrier according to the valid regulations in the feed or veterinary law. The SELLER shall be responsible for compliance with the applicable regulations until the transfer of risk upon handover to the transport company.
    6. Unless otherwise agreed, the SELLER is entitled to make partial deliveries.
    7. If the transport takes place in special transport boxes, cool boxes or other loan packaging, these remain the property of the SELLER and must be returned with the next delivery. The purchaser undertakes to treat such loan packaging with care. If the BUYER does not return the loaned packaging or damages it, the BUYER shall compensate the SELLER for the damage. If the transport takes place on pallets and no exchange of pallets takes place upon delivery to the BUYER, the BUYER may be charged a fee per pallet by the SELLER to cover the loss of the pallet, based on an average procurement value of an equivalent new pallet.
    8. The risk of accidental loss or accidental deterioration of the PRODUCTS shall pass to the BUYER upon dispatch of the order to the BUYER or upon handover to the transport company. The transfer of risk already takes place with the notification of readiness for shipment by the SELLER, if a delay of the shipment is not possible for reasons that lie in the sphere of risk of the BUYER. The BUYER shall bear the additional costs incurred for further storage after the transfer of risk.
    9. The place of performance is the SELLER’s place of business.
    10. Specified delivery dates of the SELLER are basically non-binding as long as they have not been confirmed in writing by the SELLER as “binding”. If a binding delivery date has been agreed, timely delivery shall be deemed to have been made if the order is dispatched on the agreed date.
    11. A prerequisite for compliance with any agreed delivery deadlines is the timely and proper fulfillment of the BUYER’s obligations. This includes, in particular, the provision of necessary documents (such as permits) and, if an advance payment has been agreed, their receipt by the SELLER.
    12. The delivery is subject to timely and correct self-delivery. If the SELLER is not supplied in time despite the conclusion of a corresponding covering transaction for reasons for which the SELLER is not responsible, the SELLER shall be entitled to withdraw from the contract. The SELLER undertakes to inform the BUYER immediately about the non-availability in case of non-timely and correct self-delivery and, if applicable, to reimburse already rendered counter-performances of the BUYER immediately.If a delivery date is not met for reasons for which the SELLER is responsible, the BUYER shall grant the SELLER a reasonable grace period in writing. This shall not apply if the setting of a grace period is exceptionally dispensable.
    13. If unforeseen events occur for which the SELLER is not responsible (in particular force majeure, operational disruption, lawful strikes or lockouts at the SELLER or a supplier), which significantly affect the completion or delivery of the PRODUCTS, the delivery time shall be extended by the time of the duration of the hindrance. The BUYER has no rights or claims against the SELLER for delay during this period. This shall also apply in the event of the occurrence of such obstacles at a sub-supplier. If the SELLER is in default at the time of the occurrence of the event, it shall not be assumed that the SELLER is in default for this reason alone.
    14. If the BUYER is in default of acceptance or in default of cooperation, the risk of accidental loss or accidental deterioration of the PRODUCTS shall pass to the BUYER at the time of default. The SELLER shall be entitled to demand compensation for any damage incurred as a result plus any additional expenses.
    15. If the SELLER is in default, it shall only be liable for damages incurred by the BUYER as a result in the event of intent and gross negligence. Further legal claims of the BUYER remain unaffected.
  5. Set-off, right of retention and assignment
    1. The BUYER may only offset claims of the SELLER against legally established or undisputed claims.
    2. The BUYER shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
    3. The BUYER is not authorized to assign its contractual rights to third parties without the SELLER’s express written consent. § 354a HGB remains unaffected.
  6. Retention of title
    1. Until all payments under the CONTRACT have been received, the SELLER retains title to the PRODUCTS delivered pursuant to the CONTRACT. § 449 para. 1 BGB (German Civil Code) (“VORBEHALTSPRODUKTE”). In the event of a breach of contract by the BUYER, the SELLER shall be entitled to take back the PROVIDED PRODUCTS after setting a reasonable deadline. In this case, the BUYER is obliged to surrender the goods. The taking back of the PREVIOUS PRODUCTS by the SELLER always constitutes a withdrawal from the contract.
    2. For the duration of the retention of title, the BUYER is obliged to treat the PROVIDED PRODUCTS with care and to insure them adequately at its own expense against all usual risks, in particular theft, fire and water damage.
    3. The BUYER shall immediately notify the SELLER in writing in the event of seizure or other interventions by third parties in the PROVIDED PRODUCTS. The BUYER shall be liable to the SELLER for the loss incurred to the extent that the third party is unable to reimburse the SELLER for any judicial and extrajudicial costs.
  7. Obligation to give notice of defects, liability for defects
    1. Claims of the BUYER due to a material defect presuppose that the BUYER has fulfilled his obligation according to §§ 3, 4, 5, 5, 5, 5, 5, 5, 5, 5. § 377 of the German Commercial Code (HGB) for immediate inspection and notification of defects. The BUYER must notify the SELLER in writing of recognizable defects within 3 [ three] working days from receipt of the PRODUCTS. The postmark of the letter of complaint shall be sufficient to determine timeliness.
    2. The SELLER shall not be responsible for any loss of quality or reduction in effectiveness of the SELLER’S PRODUCTS if the PRODUCTS have not been properly stored by the BUYER.
    3. In the event of a defect notified in due time, which not only insignificantly restricts the value or the usability of the PRODUCTS, the SELLER may initially, at its option, provide subsequent performance by a replacement delivery or repair of the delivered PRODUCTS.
    4. If the supplementary performance has failed or if the SELLER has refused it, the BUYER may reduce the purchase price or withdraw from the CONTRACT. The right to claim damages remains unaffected.
    5. Claims due to material defects shall become statute-barred one year after delivery of the PRODUCTS, provided that the delivery of defective PRODUCTS does not constitute an intentional breach of duty.
    6. PRODUCTS free of defects will be taken back or exchanged only after prior written agreement.
  8. Liability
    1. The SELLER shall only be liable in accordance with the statutory provisions for damage caused by the SELLER or its agents and vicarious agents intentionally or through gross negligence. This does not apply to the violation of essential contractual obligations. In the event of a breach of material contractual obligations, liability shall be limited to the foreseeable damage typical of the contract, which was foreseeable at the time the contract was concluded or at the latest when the breach of obligation was committed.
    2. Claims for damages according to the Product Liability Act, according to §§ 84 ff. German Medicines Act and for injury to life, limb and health shall remain unaffected.
    3. The SELLER shall not be liable for any damage resulting from improper handling or improper use of the PRODUCTS supplied.
  9. Other provisions
    1. All legal relationships between the SELLER and the BUYER arising from or in connection with the contract shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
    2. The place of jurisdiction is Hohenlockstedt, Germany.
    3. Severability clause
      All provisions of this Agreement exist independently of each other. If any provision of this Agreement is or becomes invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be replaced by a provision which, to the extent legally permissible, comes as close as possible to the meaning and purpose of the invalid or unenforceable provision. The same shall apply if the parties have unknowingly omitted to regulate a certain issue in this contract.

Dr. Hesse Tierpharma GmbH & Co KG Status: June 2024