General Terms and Conditions of Sale and Delivery of CPI Pharmaceuticals k.s.
1. Our terms and conditions apply to all current and future transactions between us and the customer. They shall be deemed to have been accepted at the latest upon receipt of the goods or services by the customer. We hereby expressly reject any deviating terms and conditions of the customer, including for future transactions. They shall only be binding on us if we expressly acknowledge them in writing in individual cases. The invalidity of any clause or part thereof shall not affect the validity of the remaining provisions.
2. Our offers are subject to change. Cost estimates and freight information do not constitute fixed prices. Offer documents may not be made accessible to third parties. Information, recommendations, offers, and agreements made by our employees, as well as contractual side agreements, reservations, changes, and additions, require our written confirmation to be valid and are subject to correct and timely delivery to us.
3. The goods shall be delivered in the customary commercial quality and packaging. In the case of purchases based on samples or specimens, the properties of the sample or specimen shall not be deemed to have been guaranteed. We accept no liability for the suitability of the delivered goods for the purposes intended by the buyer, nor for any damage that may arise from processing or further use of the product in the broader sense. Further processing or treatment shall be at the buyer’s risk. Before further processing or treatment, the buyer must check the suitability of the material for the intended purpose. If the buyer fails to carry out this check, or does not carry it out to the required extent, or does not report defects immediately, the goods shall be deemed to have been approved. The purchased item offers only that safety which can be expected on the basis of approval regulations, operating instructions, regulations of the supplier regarding the handling of the delivery item (operating instructions) – in particular with regard to the prescribed inspection – and other information provided in accordance with the current state of science and technology. We are not responsible for obtaining official approvals. The customer warrants that it will comply with safety and environmental protection regulations. Any liability for damages to property or consequential damages suffered by a company as a result of product defects under the Product Liability Act or other provisions is excluded as agreed.
4. The delivery quantity shall be determined in a manner binding upon us, at our discretion, in accordance with one of the customary methods. Customary minor or excessive deliveries of the quantity sold shall be deemed fulfillment of the contract. We are entitled to make partial deliveries to a reasonable extent. The data determined by the shipping point shall be decisive for the quality. Acceptance of the goods by the customer/forwarding agent/carrier shall be deemed proof of quantity, proper packaging, and loading. Our deliveries are always made free of charge from our distribution warehouse in the United States (EXW). Even if the customer requests transport by a third party, delivery shall be made free carrier to the delivery warehouse in the country of delivery (FCA). Deliveries expressly designated as carriage paid (CPT) do not include unloading costs at the place of destination in case of doubt. The buyer is expressly advised that we do not take out any forwarding or transport insurance. Any freight increases, customs duties, taxes, and other public charges incurred after conclusion of the contract shall be borne by the buyer in all cases. Price increases resulting from partial deliveries or higher transport costs or ancillary costs shall be approved by the customer in advance.
5. An increase in the stated prices is permissible in the event of an increase in our costs (e.g., increase in material costs, increase in import duties and taxes). If the price increase exceeds 15%, the customer may withdraw from the contract with regard to the quantities not yet accepted by giving written notice within two weeks of receipt of the notification of the price increase. In the event of partial acceptance, the graduated price valid for the quantity accepted shall apply.
6. In the case of foreign currency transactions not invoiced in euros, exchange rate differences after conclusion of the contract shall be for the benefit or at the expense of the buyer.
7. Only delivery dates/deadlines confirmed in writing are binding for us. All delivery dates/deadlines are subject to the condition that transport routes and means of transport are available to the extent necessary and are deemed to have been met if the goods leave the place of delivery in good time so that they arrive at the recipient on time with normal transport times. Force majeure, as well as impediments to acceptance and performance in the areas of suppliers, production, or transport, or other circumstances and events beyond our control, shall release us from the contractual obligations affected for the duration of the disruption; we shall not be obliged to make a subsequent delivery. If the quantities of goods available to us are not sufficient to satisfy all buyers, we shall be entitled to make equal reductions in all delivery obligations; beyond this, we shall be released from our delivery obligations. In all these cases, even if we are already in default, we shall be entitled to deliver with a corresponding delay, including a reasonable start-up period. In addition, if the delivery deadlines are exceeded by more than 4 weeks, we shall also be entitled, at our discretion, to withdraw from the contract immediately or at a later date, in whole or in part. After 4 weeks, the buyer may set us a reasonable grace period with the indication that he will refuse delivery after the grace period has expired. After the unsuccessful expiry of this period, the buyer is entitled to withdraw from the purchase contract by written declaration or to demand compensation for non-performance in accordance with point 10 in the event of a delay in delivery for which we are responsible.
8. Notifications of defects and other complaints must be made in writing immediately upon receipt of the goods, otherwise deliveries of different items shall also be deemed accepted. In the event of a timely and justified notification of defects, we shall, at our discretion, replace the goods, repair or supplement them, or reduce the purchase price. A complaint about a delivery or service does not entitle the customer to reject further deliveries from the same or another contract. The customer must cooperate during acceptance and inform us in good time of any circumstances that may hinder delivery, e.g., poor access, long hose routes. For customers who are not subject to consumer protection, we offer a warranty of a maximum of six months from delivery.
9. The customer must unload immediately and properly. If we assist, this is done without legal obligation and at the customer’s risk. The risk of accidental loss of the goods passes to the customer upon provision for collection, at the latest upon loading onto the means of transport. We are not obliged to expressly notify the customer of the provision. If delivery/collection is delayed for reasons for which the customer is responsible, the customer shall bear the costs of storage and the risk of loss of the goods. The buyer’s default in acceptance entitles us, even without setting a grace period, to assert claims for damages due to non-performance or to withdraw from the contract.
10. If the seller can be held liable at all, he shall only be liable in cases of gross negligence or intent on his part, including in the event of aliud deliveries. We shall only be liable for direct damage and not for consequential damage caused by defects. Any compensation shall be limited to the purchase value of the respective (partial) delivery. Under no circumstances shall the seller assume any liability for the actions of a forwarding agent or carrier or their subcontractors, even if they were commissioned by the seller. Liability for vicarious agents is otherwise limited to careful selection.
11. The buyer is not entitled to offset claims asserted by him against our claims, unless these have been recognized by us or have been legally established by a court of law; he waives the right to assert a right of retention. We shall only return securities provided upon request if they exceed our claims by more than 50%.
12. The goods delivered by us remain our property until all claims arising from the business relationship with the buyer have been paid in full.
the buyer. The buyer is obliged to make this clear to third parties in an appropriate form and to enforce this, even in the event of resale, which may only take place with our written consent until the purchase price has been paid in full. In any case, the buyer hereby assigns to us all rights to the goods subject to our retention of title. This assignment is accepted by us. Furthermore, the customer is not permitted to assign the claims assigned to us to third parties, in particular by way of a blanket or global assignment.
13. Payments shall be made promptly upon receipt of the invoice, net cash without any deductions. In the event of default in payment, we shall charge default interest at a rate of 15% p.a., plus bank and bill charges, other documented costs, our own flat-rate reminder fees, and all costs incurred in connection with the engagement of a collection agency at the rates charged by the latter. Payments to our representatives shall only be deemed to have discharged the debt if they have power of collection and are made against receipts issued by us. Payments may also be credited by us to the oldest debt due, even if these are designated by the customer in a specific manner. A payment shall only be deemed to have been made when we have access to the amount. If we accept bills of exchange or checks, this is only on account of payment and subject to discounting options against immediate reimbursement of all expenses. We are not obliged to present bills of exchange or checks in good time. In the event of default in payment, all discounts, rebates, installments, and other concessions granted shall become void. If the customer fails to meet their payment obligations, in particular if they suspend payments or a check is not honored, or if other circumstances become known that call into question the customer’s creditworthiness, we shall be entitled to demand payment of the entire outstanding debt, even if we have accepted checks/bills of exchange; we shall also be entitled to demand advance payments or security deposits; we may also withhold or refuse further deliveries in whole or in part, not only from the respective contract but also from other contracts, and demand advance payment for the deliveries.
14. In accordance with the statutory provisions in their respective versions, we sell our goods exclusively for commercial use to authorized purchasers.
15. We store personal data about customers arising in the course of our business relationship exclusively in accordance with our privacy policy.
16. The place of performance for both parties is Bratislava. The place of jurisdiction is agreed to be the court with jurisdiction for the first district of Vienna. Austrian law applies. With regard to the clauses contained in our terms and conditions (EXW, FCA, CPT) or any other applicable clauses, reference is made to Incoterms 2010, whereby the original text of the German translation by the International Chamber of Commerce, Paris, shall be used as a basis.
Legal provisions whose application is restricted by law to registered traders shall hereby be deemed to have been agreed with non-registered traders and small traders. Insofar as mandatory law precludes the application of individual provisions (Consumer Protection Act), these shall be replaced by the provisions most favorable to us within the meaning of the provisions not applicable, which must be reconciled with this.
17. The contract language is English.