Terms of Service
QUIRIS Healthcare Professionals
General Terms and Conditions of Sale and Delivery (GTC) of QUIRIS Healthcare GmbH & Co. KG
Status: January 2022
General Terms and Conditions of Sale and Delivery (GTC)
of the QUIRIS Healthcare GmbH & Co. KG
Status: February 2023
§1 Scope of the GTC
1) Our General Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTC”) shall apply exclusively in business transactions with entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB), natural persons or legal entities under public law or special funds under public law (hereinafter referred to as “Customer”).
2) Our deliveries, services and offers shall be made exclusively on the basis of these GTC. They shall be an integral part of all contracts concluded between us and the Purchaser for the deliveries and services offered by us. They shall also apply to all future deliveries, services or other offers to the Purchaser, even if they are not separately agreed again.
3) Terms and conditions of the Purchaser or third parties shall not apply, even if we do not separately object to their application in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of business of the customer or a third party, this shall not constitute an agreement to the validity of those terms and conditions of business.
§2 Offer, conclusion of contract, evidence and resale
1) Our offers are subject to change and non-binding with regard to price, quantity, delivery period and delivery possibility, unless they are expressly marked as binding or contain a specific acceptance period.
2) The order of the goods by the customer is considered as a binding offer of contract. Acceptance may be declared either by delivery of the goods to the Purchaser or in writing or by e-mail (e.g. by order confirmation).
3) The purchaser assures that he has the legal or official authorization to purchase our products.
4) Upon our request and prior to the first conclusion of a business transaction, the Purchaser shall submit at its own expense a copy of the valid proof of authorization to purchase our products. We must be notified immediately in writing of any change in the content of the issued authorizations.
5) Our products may only be offered, sold or given away in the unchanged original packaging and not in partial quantities. This does not affect the possibilities according to § 31 of the German Pharmacy Regulations (Apothekenbetriebsordnung). Direct or indirect resale to a wholesale trade by pharmacies or to foreign countries including a free zone of control type I or a free warehouse or free port areas is prohibited as far as legally permissible.
§3 Prices, Shipping, Payments, Handling Fee
1) The prices reported to the Information Service Provider for the Pharmaceutical Market (IFA) and valid on the date of the order shall apply, unless otherwise agreed. Our prices apply to the service and scope of delivery listed in the order confirmation. Additional or special services will be charged separately. The prices are in Euro, net, plus the statutory value added tax.
2) Shipping is carried out by the logistician commissioned by us within Germany free of charge from an order value minus discounts of 150.00 EUR. In the case of export deliveries, country-specific transport costs plus customs duties as well as fees and other public charges will be incurred in addition.
3) For an order value less discounts of less than 150.00 EUR per order, an additional handling fee of 7.50 EUR will be charged.
4) The type of shipping and packaging is subject to our dutiful discretion.
5) Our invoices are payable within 30 days of the invoice date without any deductions.
6) If the purchaser fails to make payment when due, interest shall be charged on the outstanding amounts from the due date at a rate of 9 percentage points above the prime rate. We reserve the right to claim further damages for default. Our claim to the commercial due date interest rate in accordance with § 353 of the German Commercial Code (HGB) shall remain unaffected.
7) Offsetting with counterclaims of the purchaser or the retention of payments due to such claims shall only be permissible if the counterclaims are undisputed or have been legally established.
8) We shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, we become aware of circumstances which are likely to substantially reduce the creditworthiness of the Purchaser and as a result of which payment of the claims by the Purchaser under the respective contractual relationship is jeopardized.
§4 Delivery time and deliveries, force majeure
§4 Delivery time and deliveries, force majeure
1) We accept telephone orders from Monday to Thursday in each case in the time from 9:00 o’clock to 17:00 o’clock, on Fridays until 15:00 o’clock. As a rule, incoming orders are dispatched within three working days in Germany. For deliveries to other European countries, incoming orders are usually shipped within seven working days.
2) The current Incoterms 2020 apply.
3) Deadlines and dates for deliveries and services promised by us are non-binding and are subject to proper and timely delivery by our suppliers. Insofar as delivery periods and delivery dates have been agreed as binding by way of exception, the delivery periods and delivery dates shall refer to the time of handover to the logistician or other third party commissioned with the transport.
4) If claims against the customer are due for payment, we shall not be obliged to make any further deliveries until all invoices (including interest on arrears) have been settled in full.
5) We shall not be liable for impossibility of delivery or for delays in delivery insofar as these have been caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in product procurement, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure to deliver, incorrect delivery or late delivery by suppliers) for which we are not responsible. If such events make it considerably more difficult or impossible for us to deliver or perform and the hindrance is not only of temporary duration, we shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or postponed by the period of the hindrance plus a reasonable start-up period. If the Purchaser cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by giving us immediate written notice.
6) We shall be entitled to make partial deliveries if
˗ the partial delivery is usable for the Customer within the scope of the contractual purpose,
˗ the delivery of the remaining ordered goods is ensured and
˗ the Purchaser does not incur any significant additional expenses or costs as a result, unless we agree to bear such costs.
7) Partial deliveries at the request of the Purchaser shall only be made if we have expressly agreed to them in advance. Any additional costs arising from the partial delivery shall be borne by the customer. If the ordered goods are redispatched at the request of the customer, the customer shall bear the costs incurred thereby.
8) If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with these General Terms and Conditions.
§5 Warranty, material defects
1) The warranty period shall be one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages of the Purchaser arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the Seller or its vicarious agents, which shall each be time-barred in accordance with the statutory provisions.
2) The Purchaser’s warranty rights shall be subject to the condition that the Purchaser has duly complied with its obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
3) The Purchaser shall only be entitled to warranty rights for obvious defects if the defects are notified within five days after receipt of the goods. In the case of justified notices of defect, the Purchaser shall only be entitled to a replacement delivery of faultless goods. It does not entitle the purchaser to a reduction or retention of the purchase price.
Transport damages can only be processed by us if they have been reported immediately to the carrier and to us in writing. Within 8 days after receipt of the consignment, a damage report, a statement of the facts, a consignment note with confirmation of damage by the carrier and a declaration of assignment must be submitted to us. The declaration of assignment must show that the damage is not otherwise claimed by the customer. Upon delivery, missing packages must be confirmed immediately on the consignment note by the carrier and reported to us by telephone and in writing. In case of material defects of the delivered goods, we are obligated and entitled, within a reasonable period of time, to repair or replace the goods at our discretion. In case of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the customer may withdraw from the contract or reasonably reduce the purchase price.
4) If a defect is due to our fault, the Purchaser may claim damages under the conditions set out in §6.
§6 Liability
1) Unless otherwise stipulated in these GTC including the following provisions, we shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2) We shall be liable for damages – irrespective of the legal grounds – within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.
3) The limitations of liability resulting from para. 2 shall also apply to third parties as well as to breaches of duty by persons (also in their favor) whose fault we are responsible for according to statutory provisions. They shall not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Purchaser under the Product Liability Act.
4) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination on the part of the purchaser is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
5) Insofar as we provide information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be provided free of charge and to the exclusion of any liability.
§7 Limitations
1) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
2) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Purchaser based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages of the purchaser according to these General Terms and Conditions as well as according to the German Medicines Act and the German Product Liability Act shall become time-barred exclusively according to the statutory limitation periods.
§8 Returns
1) Properly delivered goods will neither be taken back nor exchanged. In exceptional cases, our written consent is required before returning the goods. Returns shall be handled in accordance with the current returns policy (download at www.quiris.de/service/retourenregelung).
§9 Retention of title
1) The delivered goods (goods subject to retention of title) shall remain our property until all claims to which we are entitled against the customer now or in the future have been fulfilled, including all balance claims from the current account. If the purchaser acts contrary to the contract – in particular if he is in default with the payment of a claim for payment – we have the right to withdraw from the contract after we have set a reasonable deadline for performance. The transport costs incurred for taking back the goods shall be borne by the customer. If we take back the reserved goods, this already constitutes a withdrawal from the contract. It shall also constitute a withdrawal from the contract if we seize the goods subject to retention of title. We shall be entitled to dispose of any goods subject to retention of title taken back by us. The proceeds of the realization shall be set off against the amounts owed to us by the customer after we have deducted a reasonable amount for the costs of the realization.
2) The customer must treat the goods subject to retention of title with care. He must sufficiently insure them at his own expense against fire, water and theft at replacement value. If maintenance and inspection work becomes necessary, the Purchaser must carry it out in good time at its own expense.
3) The customer shall store the reserved goods for us free of charge.
4) The customer may use the reserved goods and resell them in the ordinary course of business as long as he is not in default of payment. However, he may not pledge the reserved goods or assign them by way of security. The Purchaser hereby assigns to us in full, by way of security, the Purchaser’s claims against its customers arising from the resale of the Retained Goods as well as the Purchaser’s claims against its customers or third parties arising from other legal grounds (in particular claims arising from tort and claims for insurance benefits), including all current account balance claims. We accept this assignment.
The customer may collect these claims assigned to us for his account in his own name as long as we do not revoke this authorization. Our right to collect these claims ourselves shall not be affected thereby; however, we shall not assert the claims ourselves and shall not revoke the authorization to collect as long as the customer duly meets its payment obligations.
If, however, the Purchaser acts in breach of contract – in particular if it is in default of payment of a claim for payment – we may require the Purchaser to notify us of the assigned claims and the respective debtors, to inform the respective debtors of the assignment and to hand over to us all documents as well as to provide all information which we require to assert the claims.
5) Any processing or transformation of the goods subject to retention of title by the customer shall always be carried out on our behalf. If the goods subject to retention of title are processed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the new item created by processing as to the goods subject to retention of title.
If the reserved goods are inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the customer’s item is to be regarded as the main item, the customer and we hereby agree that the customer shall transfer co-ownership of this item to us on a pro rata basis. We accept this transfer.
The sole ownership or co-ownership of an item thus created shall be held in safe custody by the customer on our behalf.
6) In the event of seizure of the goods subject to retention of title by third parties or in the event of other interventions by third parties, the purchaser must point out our ownership and must notify us immediately in writing so that we can enforce our ownership rights. If the third party is not able to reimburse the judicial or extrajudicial costs incurred by us in this connection, the purchaser shall be liable for them.
7) If the customer so requests, we shall be obliged to release the securities to which we are entitled to the extent that their realizable value exceeds the value of our outstanding claims against the customer by more than 10%. However, we shall be entitled to select the securities to be released.
§10 Data protection and data storage
We may process and store the data relating to the respective purchase contracts within the framework of the applicable statutory provisions. Further details can be found in the privacy policy available on our website:
§11 Place of performance, jurisdiction, applicable law and effectiveness,
1) The place of performance for all obligations arising from the contractual relationship is our registered office in 33334 Gütersloh.
2) For all disputes arising directly or indirectly from the contractual relationship, our registered office in 33334 Gütersloh is the exclusive place of jurisdiction. We shall also be entitled to sue the customer at any other admissible place of jurisdiction.
3) The contracts concluded between us and the Purchaser shall be governed by the laws of the Federal Republic of Germany to the exclusion of the conflict-of-law rules of private international law and to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
4) Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.
QUIRIS Healthcare GmbH & Co. KG
Isselhorster Str. 260
33334 Gütersloh
https://www.quiris.de/
Order acceptance
Telephone: 05241-403 430
fax: 05241-403 4322
E-Mail: sales(at)quiris.de
Storage + Shipping by:
SK Pharma Logistics GmbH
Remusweg 8
33729 Bielefeld
Phone: 05221-55 77 74 0
