General Terms and Conditions for euro rx Arzneimittel GmbH

1. Scope:
   The following General Terms and Conditions shall apply to all sales by euro rx to companies in terms of § 14 German Civil Code (BGB). They shall apply exclusively. Any terms and conditions relating to the purchaser, which are contrary to or which deviate from these General Terms and Conditions shall not be recognised by euro rx unless agreed in writing by euro rx for each individual case. These General Terms and Conditions shall apply to current business relationships and to all future transactions between the purchaser and euro rx.
2. Quotations, prices
   2.1 All quotations tendered by euro rx shall be subject to confirmation, unless expressly confirmed in writing as binding or agreed.
   2.2 Failing any other agreement, the agreed prices shall be the net price plus transportation / shipping and all other logistic costs and shall also include VAT payable at the rate in force at the time of invoicing.
3. Delivery dates, delivery default
   3.1 All delivery dates shall be subject to confirmation, unless expressly confirmed in writing as binding or agreed.
   3.2 In cases of default or delayed delivery of supplies to euro rx, euro rx shall not be held in default of delivery to the purchaser unless euro rx is responsible for the default or delay in delivery. Where it has been established that a delivery of supplies of the goods ordered is not due to any reason attributable to euro rx, euro rx shall be entitled to withdraw from the contract.
   3.3 Where euro rx is guilty of intent or gross negligence, the purchaser may demand delivery of replacement goods and payment of damages caused by delay or default. In cases of slight negligence, liability shall be limited in terms of Clause 9.3 to typical contractual damages foreseeable at the time of agreeing the contract and not exceeding 10% of the agreed purchase price for that part of the goods for which euro rx is responsible for delivery.
4. Shipping, transfer of risk
   Unless otherwise agreed, deliveries shall be at the cost and risk of the purchaser. In the absence of any agreement to the contrary, the risk shall be transferred to the purchaser as soon as the goods are handed over by euro rx to the transport agent, haulage contractor or any other person charged with delivery. Where dispatch is delayed due to circumstances not attributable to euro rx or where the purchaser does not accept delivery of the goods promptly despite having had the opportunity to do so, the risk shall be transferred to the purchaser at the time of receipt of the pick-up notification.
5. Payment, right of retention / off-set
   5.1 Failing a written agreement that invoices submitted by euro rx shall be paid 7days after delivery and invoice date, payment shall be made in advance.
   5.2 The purchaser shall have recourse to a valid retention in regard to euro rx outstanding accounts only insofar as this is based upon claims which are undisputed, legally established or ready for decision and are part of the same contractual relationship with euro rx. Off-set is precluded insofar as the counter-claim is not legally established, ready for decision or undisputed.
6. Reservation of ownership
   6.1. All deliveries by euro rx shall be effected subject to reservation of ownership. All goods delivered shall remain the property of euro rx until the purchase price has been paid in full. Furthermore, euro rx shall retain ownership of all goods delivered until all claims arising from the contractual agreement with the purchaser at the time of agreeing the contract (“current claims”) have been met together with all other further claims by the supplier on the purchaser which may arise prior to the complete settlement of the current claims from the contractual relationship (“total claim”).
   6.2. The purchaser shall be revocably entitled to re-sell in the normal course of business all goods supplied by euro rx based on the following regulations:
   6.2.1. Where goods are offered for re-sale, the purchaser shall then transfer to euro rx the accounts receivable from the re-sale in the sum of the net amount invoiced. Euro rx hereby accepts the assignment. Where the goods for re-sale are in the joint ownership of the vendor, the assignment of claim shall be limited to the sum representing the value of the portion in the joint ownership of the vendor. Where the assigned claim is incorporated into a current account, the accepter shall then transfer a portion of the balance in the sum of this claim including the final balance from the current account to that of the accepting vendor.
   6.2.2. Where it is not possible for the purchaser to make the required transfer to euro rx in terms of the aforementioned regulations, in particular due to an overriding transfer to a third party, the re-sale of goods shall not be carried out in the course of normal business in terms of this regulation.
   6.2.3. The purchaser shall be entitled to collect the assigned receivables until revocation of authorization. This shall not affect the authority of euro rx to collect the receivables. Nevertheless, euro rx shall undertake not to inform the third-party debtor of the assignment of claim or to collect the receivables provided that the purchaser meets his payment obligations from the proceeds received, is not in arrears of payment and in particular is not the subject of an application to open insolvency proceedings or for whom no cessation of payment exists. Euro rx may demand at any time in advance that the purchaser declares the assigned receivables and their debtors, supplies all details necessary for their recovery and makes available the relevant documents.
   6.2.4. The purchaser shall inform euro rx promptly of any compulsory enforcement measures or of other intervention by third parties in respect of the goods for re-sale or assigned receivables and shall make available all documentation necessary for a lawsuit. Insofar as the third party is not in a position to reimburse the purchaser for judiciary and extra-judiciary costs, the purchaser shall assume responsibility for any loss incurred by euro rx.
   6.2.5. The right to re-sale and disposition of goods shall lapse on suspension of payment, application for or commencement of judicial insolvency proceedings or extra-judicial conciliation proceedings.
   6.3. Euro rx shall reserve the right to withdraw from the contract where such contract involves goods with reservation of ownership and upon which the delivery of goods has been based, where the purchaser has violated with lasting effect his obligations in regard to the goods i.e. even following a warning from euro rx.
7. Notification of defects, responsibility for defects
   7.1 Euro rx shall be notified in writing promptly and at the latest within 3 days after receipt of goods of all obvious defects. Euro rx shall be notified in writing promptly and at the latest within 8 days after receipt of goods of all hidden defects. Failing such notification, the delivery shall be considered to be sound and approved.
   7.2 All claims in respect of defects shall be subject to a limitation period of 12 months from delivery of goods, in accordance with Clause 7.3.
   7.3 Claims for damages due to defect may be made by the purchaser only insofar as our liability is neither precluded nor limited by the provisions of Clause 9 of these General Terms and Conditions.
8. Redemption 
   For legal reasons, it is not possible to return goods which are not faulty. Returned goods will be disposed of without compensation following appropriate notification. Reasons for disposal will be supplied on request. Euro rx shall not be required to retain or return such goods.
9. Liability, limitation of liability 
   9.1 Euro rx shall assume full responsibility for intent and gross negligence.
   9.2 Where slight negligence results in infringement of a principal obligation or collateral duty, which infringement impairs achievement of the purpose of the contract or the fulfilment of which is essential to the proper implementation of the contract and on the adherence to which the purchaser should have been able to rely (“essential collateral duty”), the liability of euro rx shall be limited to damage typical contractual damage foreseeable at the time of agreeing the contract to an upper limit of 1,000,000- EUR for material damage and/or 100,000- EUR for financial loss. Euro rx shall not be liable for slight negligence infringing collateral duties which are not essential collateral duties.
   9.3 Liability for fraudulent concealment of defects or violation of a guarantee of quality or liability for claims due to product liability legislation / The Pharmaceutical Products Act and for damages resulting from injury to life, body or health shall remain unaffected. Any alteration to the burden of proof to the detriment of the purchaser shall not be valid in conjunction with this provision.
10. Minimum order value, express delivery surcharge
    Euro rx shall make delivery without minimum order value or express delivery surcharge.
11. Offering goods for sale outside Germany, purchaser liability
    11.1 Where goods are to be offered for sale outside Germany, the purchaser shall be the responsible person in terms of offering goods for sale in the target country and shall assume all legal obligations in connection therewith. He shall undertake in particular to comply with all traffic regulations including those relating to pharmaceutical law. Euro rx shall assume no obligations in this regard, but shall make every effort to support the purchaser in the obtaining of official permits etc.
    11.2 Where the purchaser is culpable of violating his obligations in terms of Clause 11.1, he shall undertake to reimburse any damages to us arising from such violation.
12. Place of delivery, place of jurisdiction, arbitration proceedings, applicable law
    12.1 The place of delivery for all payment and delivery commitments shall be the Head Office of euro rx insofar as the purchaser is a commercial agent.
    12.2 Insofar as the purchaser is a commercial agent or legal entity under public law or whose main office is not in Germany, he shall be accountable solely to the court of law in the place where euro rx has its Head Office. Euro rx shall, however, also retain the right to sue in any other court of jurisdiction or, instead of bringing an action before a court of law, to instigate arbitration proceedings in accordance with Clause 12.3.
    12.3 Where arbitration proceedings have been instigated, all disputes shall be decided conclusively according to the arbitration code of the German Institute for Arbitration e.V. (DIS) without recourse to legal proceedings. The location of arbitration proceedings shall be the location of our Head Office. Where the sum at issue exceeds 100,000- EUR, the arbitral court shall comprise three arbitors, or otherwise the arbitral court shall consist of one arbitor. The language of the arbitration proceedings shall be German.
    12.4 All contracts shall be exclusively subject to German law without recourse to the UN Convention on the International Sale of Goods (CISG).