Fagron GmbH – hereinafter referred to as ‘Fagron’

1. Scope

The following general terms and conditions apply to all current and future business relationships with Fagron. By placing an order, the customer accepts these terms and conditions. Any deviating terms and conditions of the customer shall only become part of the contract if Fagron expressly agrees to them. Our terms and conditions shall also apply if we deliver without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

2. Conclusion of contract

Our offers are subject to change and do not oblige us to accept orders. Product and service descriptions in price lists, offers or other information are non-binding and do not constitute information on quality within the meaning of warranty law. The customer's order constitutes a binding offer to Fagron. Special requests by the customer that are not expressly stated in the order are not binding on Fagron. A contract with Fagron is only concluded upon written acceptance or delivery of the goods.

3. Prices / Terms of payment

The prices stated in price lists are non-binding; the prices stated in Fagron's declaration of acceptance are decisive. All prices are net prices plus VAT, packaging and shipping. Fagron is entitled to charge separately for services exceeding the purchase price on a time and material basis. The prices and rates valid on the date of invoicing shall be deemed agreed. Existing permanent discounts shall not be added to temporary promotional discounts. The discount most favourable at the time of purchase shall always apply. Promotional and special prices do not apply to wholesale orders. No discount shall be granted. Invoice amounts shall be due upon receipt of the invoice by the customer. Even without a reminder, default occurs at the latest 15 days after receipt of the invoice by the customer. Longer payment terms require express written agreement. Offers are subject to change and do not oblige us to accept orders. Product and service descriptions in price lists, offers or other information are non-binding and do not constitute information on quality within the meaning of warranty law. The customer's order constitutes a binding offer to Fagron. Special requests by the customer that are not expressly stated in the order are not binding on Fagron.

4. Minimum order value / Shipping conditions

Orders can be placed by fax, telephone, email or via the Fagron ONLINE shop (prior registration and confirmation by Fagron required).

4.1. The following applies to publicly established pharmacies, hospitals and hospital pharmacies in Germany (D), Austria (AT) and Switzerland (CH):

The minimum order value is EUR 15.00 net (D) and EUR 35.00 net (AT, CH).

Orders by fax, telephone or email:

Free delivery for orders over EUR 50.00 net (D), EUR 150.00 net (AT) and EUR 250.00 net (CH).

For smaller order values, Fagron charges a flat shipping fee of EUR 7.00 (D), EUR 20.00 (AT) up to 10 kg, EUR 30.00 (CH) up to 10 kg. Different quantities will be charged accordingly. Increased shipping costs may apply depending on the product.

Licence fees for deliveries of narcotics (only valid for AT, CH) and any customs duties incurred (only valid for CH) will be charged separately.

4.2. The following applies to industrial customers in all countries:

The minimum order value is EUR 50.00 net.

Orders by fax, telephone or email:

Free delivery for orders over EUR 500.00 net (Germany, Austria, Switzerland).

For smaller order values, Fagron charges a flat-rate shipping fee of:

Country	Weight*	Cost
Germany	up to 10 kg	EUR 7,00
	up to 20 kg	EUR 13,00
	up to 31.5 kg	EUR 22,00
Austria	up to 10 kg	EUR 20,00
	up to 31.5 kg	EUR 35,00
Switzerland	up to 10 kg	EUR 30,00
	up to 31.5 kg	EUR 45,00

*Please note that items weighing up to 31.5 kg will be shipped as parcels. Deliveries with a total weight exceeding 31.5 kg will be shipped as freight.

Depending on the product, higher shipping costs may apply. Licence fees for deliveries of narcotics (only valid for AT, CH) and any customs duties (only valid for CH) will be charged separately.

4.3. Orders via the Fagron webshop, valid for all customer groups

There is no minimum order value for all webshop orders. Free delivery is available for orders above the order value specified in sections 4.1. and 4.2.

Licence fees for deliveries of narcotics (only valid for AT, CH) and any customs duties incurred (only valid for CH) will be charged separately.

5. Delivery / Transfer of risk

Fagron will make deliveries promptly. However, special delivery times must be expressly agreed in writing. Refrigerated and chilled goods will only be delivered on working days from Monday to Thursday or if it can be guaranteed that the following day is a working day throughout the country. Partial deliveries are permitted, in particular if delivery of the entire order is not possible due to the delivery regulations for refrigerated and chilled goods. In cases of force majeure, the delivery period shall be extended by a reasonable amount. If delivery becomes impossible due to force majeure, Fagron shall be released from its delivery obligation. Goods deliveries and transport shall be carried out on behalf of, at the expense and at the risk of the customer. Fagron shall decide on the type of shipment. The customer shall bear the costs of shipping and packaging.

Fagron shall be released from its obligation if a consistently reliable upstream supplier fails to deliver on time or at all as a result of a congruent hedging transaction carried out before or immediately after conclusion of the contract through no fault of Fagron and Fagron notifies the customer of this circumstance without delay. Fagron shall make reasonable efforts to obtain alternative coverage. In the above case of a delivery impediment, Fagron undertakes to immediately refund any purchase price already paid by the customer. Fagron is also entitled to exemption from performance in framework agreements or successive deliveries for partial deliveries, without this affecting the claim for performance for the remaining order regardless of the partial delivery.

6. Warranty for defects / Liability

Deviations from the norm that are customary in the market due to manufacturing processes do not constitute defects and therefore do not entitle the customer to assert warranty claims. The delivered goods must be inspected immediately upon receipt. Any defects must be reported to Fagron in writing immediately upon receipt of the goods. The defective goods must be kept available for inspection by Fagron in the condition in which they were found at the time the defect was discovered and must be stored properly until the complaint has been clarified. Any breach of these obligations shall exclude all warranty claims. If the obligation to inspect or report defects is violated, the delivered goods shall be deemed to have been approved. In the case of defects that are reported in good time and are justified, Fagron shall initially have the right to subsequent performance. The customer shall only be entitled to withdraw from the contract or to a reduction in the purchase price if two attempts at subsequent performance have failed or if Fagron finally refuses to provide subsequent performance.

Claims for damages or reimbursement of expenses, regardless of their legal basis, are excluded. This does not apply in cases of intent and gross negligence, for damages resulting from the breach of a primary obligation, and for damages resulting from injury to life, limb, or health.
The customer's warranty claims expire after two years.

7. Retention of title

All delivered goods remain the property of Fagron until full payment of all claims against the customer arising from the entire business relationship, including claims not yet due from previous deliveries. In the event of breach of contract by the customer, in particular in the event of default in payment, Fagron shall be entitled to demand the return of the goods owned by Fagron. The claim for surrender does not constitute a withdrawal from the contract, unless withdrawal is expressly declared. After surrender, Fagron is entitled to dispose of the goods elsewhere. The proceeds of the sale shall be offset against the customer's liabilities, whereby Fagron is entitled to charge a reasonable discount, in particular for the costs of disposal, storage and transport.

Upon delivery of the goods, the customer shall bear the risk of loss, accidental destruction or accidental deterioration of the delivered goods owned by Fagron until full ownership has been acquired.

The customer may only sell the delivered goods in the ordinary course of business. If the goods are processed by the customer, Fagron shall be deemed the manufacturer and shall acquire ownership of the newly created goods. If the goods are mixed with other materials, Fagron shall acquire co-ownership in proportion to the invoice value of Fagron's goods to that of the other materials. Pledging or transfer by way of security to third parties is not permitted. The customer hereby assigns to Fagron all claims or rights arising from the sale or other disposal against its customers or third parties, including any claims for compensation. Fagron hereby accepts this assignment. Fagron revocably authorises the customer to collect the claim assigned to Fagron on behalf of Fagron. The customer shall forward any incoming amounts to Fagron immediately.
The customer shall notify Fagron immediately in writing of any impairment of the property rights.

8. Exchange/return of goods

Goods from proper deliveries will not be taken back unless expressly agreed otherwise in the contract. In this case, the customer shall bear all costs of the return. These amount to at least 20% of the original net sales price plus VAT. Packaging opened by the customer, goods with a best-before date of less than 6 months, pharmaceutical raw materials, narcotics, refrigerated goods, direct orders from wholesalers to third-party customers, or goods manufactured specifically for customers will not be taken back. Goods sent without authorisation may be disposed of by Fagron at the customer's expense. Fagron is not obliged to store or return goods to the customer.


9. Trademarks and intellectual property rights

Fagron does not grant the customer any licences to its own intellectual property rights or other intellectual property. The customer is obliged to ensure that the delivered goods are suitable for their intended use. In doing so, the customer must observe the intellectual property rights, intellectual property, patents and trademarks of Fagron or third parties. The customer indemnifies Fagron against all claims by third parties in connection with the infringement of such rights.

10. Data protection notification

Fagron hereby declares that all business-related data of the customer will be stored and expressly assures that the stored data will be used exclusively for the business relationship entered into and only to the extent permitted by law.

11. Applicable law / place of jurisdiction

The law of the Federal Republic of Germany applies exclusively. The place of jurisdiction is Lübeck. Fagron is also entitled to bring legal action at the customer's place of business.