General Sales and Delivery Conditions of AraMed® GmbH

§ 1 General

(1) These General Sales Conditions (hereinafter referred to as "Sales Conditions") are binding for all contractual relationships, agreements, and offers of AraMed GmbH (hereinafter referred to as the "Seller") towards purchasers / orderers who are entrepreneurs within the meaning of § 14 BGB (hereinafter referred to as "Buyers").

(2) The Seller's sales conditions apply exclusively and are acknowledged with the order. Deviating or opposing conditions of the Buyer are not valid, even if the Seller does not explicitly object to them.

(3) Agreements and assurances deviating from the sales conditions must be set out in writing.

(4) Should one or more provisions of these sales conditions be or become wholly or partially ineffective, the effectiveness of the remaining provisions will not be affected.

(5) A contract is only concluded by the written order confirmation of the Seller or by sending the goods.

(6) These sales conditions also apply to future similar transactions between the Seller and the Buyer.

(7) The expiration of the wholesale license, the status of a hospital-supplying pharmacy, the termination of a hospital supply contract and the new conclusion of such a contract as well as the pharmacy operating permit must be communicated to the Seller in writing by the Buyer without delay.

§ 2 Prices

(1) The prices listed in the valid price list on the day of the conclusion of the contract apply, plus the applicable value-added tax.

(2) The minimum order value is EUR 40.00 (plus VAT).

(3) For orders up to a value of goods amounting to EUR 100.00 excluding VAT, shipping costs amounting to EUR 25.00 plus VAT apply. All shipments exceeding this value of goods are delivered postage and freight-free using the shipping method that, in the Seller's opinion, is appropriate and cost-effective. If the Buyer wishes a particular shipping method in such a case, he must bear the additional costs plus all applicable taxes.

§ 3 Payment Terms

(1) Invoices are due 30 days from the invoice date without any deductions.

(2) If the Buyer is in default of payment, the Seller is entitled to charge default interest at the rate of customary bank debit interest, but at least 8 percentage points above the respective base interest rate.

(3) The Seller's invoices are payable (a) within 30 days from the invoice date without any deductions or (b) with a discount of 1.5% (payable within 10 days) of the net invoice amount, provided the customer joins the SEPA Direct Debit Scheme with collection on the due date. If the Seller collects due payments via the SEPA Direct Debit Scheme, no advance notice of the direct debit collection with a deadline will be given.

(4) The Buyer is obligated to make advance payments for goods not yet delivered if he is in arrears with payments or if there are justified doubts about his ability to pay.

(5) Offsetting and the assertion of retention rights are only permissible if the Buyer's counterclaim is undisputed, recognized in writing by the Seller, or legally established.

§ 4 Delivery Time

(1) If the agreed delivery time in writing is exceeded culpably or a reasonable delivery period is exceeded, the Buyer is entitled to withdraw from the contract. Delivery obstacles not attributable to the Seller relieve them of the obligation to deliver for the duration of the disturbance.

(2) Withdrawal is only permitted if a grace period set by the Buyer has expired unused, which must be at least 10 working days from the date of receipt by the Seller.

§ 5 Place of Fulfilment, Delivery

(1) The place of fulfillment for all deliveries is the factory or warehouse from which the Seller carries out the delivery. The risk is transferred to the Buyer upon dispatch or handover to the freight forwarder or the person designated for shipping, regardless of whether the shipping costs are borne by the Seller.

(2) The Seller is entitled to arrange for partial deliveries.

(3) The Seller is entitled, but not obligated, to take out transport insurance for the shipped goods at their own expense.

(4) Transport damages, delays and misreports are to be communicated to both the freight forwarder and the Seller immediately with a detailed description of the situation and by sending a copy of the original bill of lading with counter-signature of the freight forwarder (also electronically).

(5) The Seller only delivers in complete original packaging according to the information in the valid price list, so the order quantities must be adjusted accordingly.

§ 6 Retention of Title

(1) All goods delivered remain the property of the Seller until complete payment of all claims arising from the business relationship with the Buyer, including future claims, is made.

(2) The Buyer is entitled to resell the goods subject to retention of title in the normal course of business. However, he is not permitted to pledge, assign as security, or make a security assignment. Resale is also not permitted in the event of a payment delay or cessation of payment. The Buyer is obliged to secure the Seller's rights when reselling goods subject to retention of title on credit. The Buyer hereby assigns to the Seller in full any claims arising from the resale or another legal basis regarding the goods subject to retention of title, as a precaution. The Seller hereby accepts the assignment. The Seller authorizes the Buyer to collect the claims assigned to the Seller on the Buyer's account and in the Buyer's name, this authorization can be revoked, particularly in the case of breaches of duty by the Buyer. At the Seller's request, the Buyer is obliged to disclose the assignment to his customers and to provide the Seller with the necessary information and documents to enable the Seller to enforce the assigned claims.

(3) If third parties attempt to access the goods subject to retention of title, the Buyer is obliged to point out the Seller's ownership and to notify the Seller immediately in writing.

(4) In the event of breach of contract by the Buyer, particularly in the event of payment default, the Seller may demand the return of the goods subject to retention of title at the Buyer's expense or assign the Buyer's claims for restitution against third parties to the Seller. The taking back or potential seizure of the goods subject to retention of title by the Seller does not constitute a withdrawal from the contract. However, the Seller is entitled to sell the goods subject to retention of title and to satisfy the outstanding claims from the proceeds.

(5) Upon the Buyer's request, the Seller is obliged to release the retained property as security to the extent that the value of the retained property exceeds the claim to be secured by more than 10%; the selection of the securities to be released is at the Seller's discretion.

§ 7 Resale

(1) If a Buyer supplies one or more hospitals as defined by §14 of the Pharmacy Act, the Seller must be informed in writing upon request of which products were delivered in what quantities to which hospital.

(2) The Buyer may only resell or use the Seller's products, which he has obtained for hospital supply outside the scope of the Pharmaceutical Pricing Regulation, in accordance with the provisions of § 14 of the Pharmacy Act, in particular only within the framework of the permission according to § 14 paragraph 1 of the Pharmacy Act or within the framework of an officially approved hospital supply contract. Any distribution to other customers that does not comply with § 14 of the Pharmacy Act, in particular public pharmacies, pharmaceutical wholesalers, or purchasing cooperatives, is not permitted.

(3) If the Buyer violates a duty from § 7 (2) of these sales conditions, the Seller has the option to demand from the Buyer the difference between the general sales price and the pharmacy purchase price for hospital pharmacies, or to withdraw from the contract. Further legal rights of the Seller remain unaffected by this.

§ 8 Warranty, Obligation to Inspect

(1) The Buyer is obliged to inspect the goods immediately upon receipt for their faultlessness.

(2) If there are recognizable defects upon careful inspection, the Buyer is obliged to inform the Seller in writing within 3 working days after receipt of the goods. If the Buyer fails to conduct the examination or does not notify the Seller of a defect recognized by him within the above-stated period, the goods are considered as approved (§ 377 HGB).

(3) Defects that are not detectable are considered as approved if they are not claimed in writing within 5 working days after their discovery or their detectability.

(4) If the claimed defect is justified and has been made within the deadline, the Seller has the right, at her choice, to rectify the defect or to deliver a replacement. In the case of timely and justified complaints of over- or under-delivery, the Seller will take back the excess goods or deliver the ordered remaining quantity.

(5) If the rectification of the defect or the replacement delivery or the taking back of excess goods or the subsequent delivery fails twice despite setting a reasonable grace period, the Buyer is entitled, at his discretion, to withdraw from the contract or to claim a reduction (reduction of the purchase price). If the defect is not significant, the Buyer is only entitled to the right to a reduction.

§ 9 Return of Purchased Goods

(1) The return of error-free goods is only possible in exceptional cases for reasons of pharmaceutical safety and requires the prior written consent of the Seller. Cold storage goods are excluded from these regulations. The amount of any reimbursement is at the discretion of the Seller. Any possible return is at the cost and risk of the Buyer.

(2) The Seller is not obliged to send back error-free goods that the Buyer sends back to the Seller without the Seller's prior written consent, or to take care of their storage; the Seller is entitled to destroy such goods at the Buyer's expense.

(3) Damages must be reported according to the regulation under § 8. The goods must be returned. At the discretion of the Seller, a replacement delivery will be made, or a refund will be given at the invoice price.

(4) Wrong deliveries must be reported within 3 working days after receipt of the goods to discuss the further procedure. Later complaints cannot be accepted.

(5) Recall: If there is a commercial or pharmaceutical recall, the goods must be returned within one month of the announcement of the recall.

§10 Liability and Damages

(1) The Seller is liable for damages to the Buyer only if these have been caused by the Seller or the Seller's vicarious agents in an intentional or grossly negligent manner.

(2) These limitations of liability apply to all claims for damages, regardless of the legal basis, in particular also for liability due to tortious acts, breach of contract, and violation of duties during contract negotiations and initiation of a contract.

(3) The Seller is also liable for the breach of essential contractual obligations due to slight negligence, but only to the extent of the typical, foreseeable damage. Essential contractual obligations are those duties, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the contracting party regularly relies and may trust.

(4) Unaffected are claims for damages resulting from injury to life, body, or health, as well as liability under the Product Liability Act.

§11 Data Storage

(1) In compliance with the provisions of the Data Protection Act, the Seller is entitled to store, process and transmit data concerning the goods and payment transactions with the Buyer for their own use. The Buyer expressly agrees to this.

§12 Exports

(1) The Buyer commits to not selling the Seller's products outside of the European Economic Area. The Buyer will also impose a corresponding obligation on its customers, to the extent they purchase the Seller's products from him.

§13 Clinic and Institutional Packages; Resale

(1) The Seller does not supply the pharmaceutical wholesale trade with its clinic range. The individual sale of partial quantities or parts of a clinic package is not permitted.

(2) The Seller's products may only be offered, sold or distributed in the unchanged original packaging.

§14 Compliance and Anti-Corruption

(1) The Buyer ensures that all applicable laws are observed, particularly those that criminalize bribery, susceptibility to bribery, acceptance of benefits, and granting of benefits.

§15 Jurisdiction, Applicable Law

(1) Lawsuits for disputes arising from the respective contractual relationship are to be brought before the court that is competent for the seller's headquarters. However, the seller is also entitled to sue at the buyer's location.

(2) The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Sales Law (CISG).

AraMed GmbH, Westhafenplatz 1, D-60327 Frankfurt a.M. HRB: 11358, as of January 2023