1. Area of applicability
1.1 The following conditions apply exclusively to all purchasing, delivery and works and materials contracts for which RAWA pharm. is the supplier. Any purchasing conditions or other business terms of the customer are hereby vetoed.
1.2 Any arrangements deviating from these conditions must be agreed in writing.
1.3 RAWA pharm. is entitled to change its terms and conditions for future business transactions with the customer after providing notification.
2. Conclusion of the contract2.1 Our offers are non-binding and without obligation, except if they are marked explicitly as binding.
2.2 Offers and/or contracts made verbally become binding only upon written confirmation by RAWA pharm.2.3 The contract is considered to be concluded only upon a written order confirmation from RAWA pharm.
2.4 Seller agrees that raw material shall be delivered to the buyer in time (agreed delivery period) quantity, quality and type. Order of raw material must be in written form.
3.1 Our prices are always indicated as net prices, plus added statutory sales tax.
3.2 Unless indicated in an offer, in the order confirmation, or in price lists, the prices apply “ex-works”, i.e. excluding transport, packaging, insurance, export, import, customs duties and any other costs incurred.
3.3.The purchase price is negotiated based on seller current price offer. The buyer is obliged to write the price in the order.
4.1. For pick-up of goods by customer, it is customers obligation to agree with the seller which confirmed, that raw material is prepare to delivery.
4.2. The delivery dates agreed between the paries are binding, if the seller for serious reasons is not able to keep this deadline, he promptly notify the customer.
4.3. The seller can supply the goods also in parts, also before the agreed deadline, but with the consent of the customer.
4.4. The sellers obligation is delivery of raw material with documentation (Certificate of Analysis, Specification, MSDS).
5. Payment terms
5.1 In each case the initial order by a new customer shall be delivered upon prepayment only. From the second order, deliveries can then be made per invoice. In principle order from customers from non-EU countries can be delivered only with prepayment or bank-confirmed letter of credit).
5.2. For the contracts with a value above € 5,000 we are entitled to set and demand a deposit prior to delivery.
5.3 Unless otherwise noted in the order confirmation or offer, invoicesare due without deduction within 10 days of the invoice date.
5.4 RAWA pharm. reserves the right in individual cases to set other payment terms, in particular to demand prepayment or a deposit to the full value of the order amount. The fulfilment of payment obligations takes effect upon the receipt of the money by our bank. All payments must be free of expenses and postage fees.
5.6 We reserve the right to enforce the payment of arrears interest to the amount of any consequent damage or in line with our legal rights. The withholding of payment or settlement against any counter-demands of the buyer is permitted only if this has been determined in a court of law, or is undisputed or acknowledged by us.
6. Delivery and transfer of risk
6.1 The delivery deadline given in the order confirmation is non-binding, but calculated under consideration of all known facts. Accordingly, the exceeding of the aforementioned deadlines alone does not entitle the buyer to withdraw from the contract or to claim compensation.
6.2 RAWA pharm. is entitled to make partial deliveries as long as these comply with a reasonable minimum amount.
6.3 The dispatch of the goods to the customer shall be done in his name and at his risk. The risk of loss of the goods, damages to the goods, or damage or injury to items or persons by the goods during transport shall be borne solely by the customer.
6.4. The goods will be delivered in appropriate packaging. This package will be also sutiable for transport, to avoid damaging it.6.5 Force majeure and events for which we bear no responsibility, such as strikes, lockouts, operational disruptions, lack of raw materials and equipment, delayed delivery or additional or altered services demanded by the customer shall change the delivery time accordingly, and exempt us from our delivery obligations due to the subsequent unviability. We are also not responsible for the aforementioned circumstances if they occur during an already existing delay. In the above cases, RAWA pharm. is entitled to withdraw from the contract. This also applies if RAWA pharm. does not receive the content of the delivery despite the prior conclusion of a purchasing contract. RAWA pharm. shall inform the customer immediately of the lack of availability and, if RAWA pharm. wishes to withdraw from the contract, it shall exercise its right of termination immediately. Any prior payments by the customer shall be
6.6 If the customer delays acceptance of the delivery, he is obliged to pay the purchase price. RAWA pharm. may store the goods at the cost and risk of the customer while maintaining its claim of fulfilment.
7.1. RAWA pharm. guarantees that the products correspond with the descriptions in their offers, technical datasheets or other product information provided to the customer. Quantity details, descriptions, presentations, quality indications and advertising statements, etc. do not represent a guarantee, unless issued explicitly and in writing by RAWA pharm.. RAWA pharm. cannot guarantee that the products it delivers will correspond with the contractual purpose or use desired by the customer.
7.2 The seller warrants quality of raw material during the warranty period.
7.3. The customer is obliged to examine the goods immediately at his own cost and to notify us immediately in writing of any defects, incorrect delivery or shortages. Notification must be received within one week of receipt of delivery. Any hidden defects must be reported to us immediately upon discovery.
7.4. Any defects in a partial delivery entitle the recipient to refuse the remainder of the delivery only if the customer can prove that it is unreasonable for him to accept the partial delivery under the circumstances.
7.5. Damages caused by external influences, improper handling, incorrect operation, normal wear and tear or corrosion are excluded from the guarantee. This applies especially if defects occur because the delivered product has not been operated or maintained in accordance with the instructions for use, or if the replacements, disposables or consumables recommended by us are not used.7.6. The guarantee claims of the customer due to defects to the purchased item are restricted in principle to the right of repair or replacement. The customer retains the right to reduce the price or change the order if the repair or replacement fails. All further claims, especially for compensation due to defects of the purchased item, are excluded.
8. Retention of title
8.1. The goods remain the property of RAWA pharm. until complete payment of all demands arising from the business transaction between the customer and RAWA pharm.
9. Documentation9.1. Seller warrants that the raw material will correspond with their descriptions (Certificate of analysis, Specifications, MSDS) of producers or sellers.
10. Returns10.1 Goods in proper condition may be returned only with the prior written consent of RAWA pharm.. Returns shall be accepted only after the prior issuing of a return number.
10.2 In the event of returns according to paragraph 1 we shall charge 10 % of the goods value.10.3 Transport costs in the event of returns under paragraphs 1 and 2 of properly delivered goods must be borne by the customer. The customer is liable for any damage to the goods caused during the return transport.
11. Final provisions
11.1. Terms become valid and effective on April 15, 2015.
11.2. The seller is entitled to cancel the contract in the case of substantial breach contractual obligations by the customer considered as the recurrent delays in the payment for supplies of raw material.
11.3. By submitting an order, the customer acknowledges these terms and conditions.