1.1 In the absence of a separate agreement, all offers and orders concerning Deliveries and Services of RUBIEPHARM ARZNEIMITTEL GmbH (hereinafter RUBIEPHARM) shall be based on the present General Terms and Conditions for Deliveries and Services of RUBIEPHARM (these GTC). This applies even in the event that, in the context of ongoing business relations, no express reference is made to these General Terms and Conditions for Deliveries and Services at a later point in time. Agreements that are contrary to or deviate from the present Terms and Conditions apply only if RUBIEPHARM recognizes their applicability expressly in writing.
1.2 Contract production is by definition: the production according to manufacturer’s specifications, recipe or other disclosed formulation without or with active substances provided by the customer in whole or in part. These substances shall be delivered to RUBIEPHARM free or customs-paid.
1.3 These GTC apply only in relation to companies within the meaning of § 14 BGB (German Civil Code) and only if the contract relates to the operation of the company, as well as in relation to legal persons under public law and special funds under public law within the meaning of § 310 para. 1 BGB.
2.1 All offers submitted by RUBIEPHARM are subject to confirmation. Order shall not be deemed accepted until confirmed by us in writing (letter, fax, email) or when the order has been carried out.
2.2 The confirmation of the order by RUBIEPHARM is binding with regard to the content of the contract unless written objection is received within 8 days from the date of the confirmation by RUBIEPHARM. Oral collateral agreements must in all cases be confirmed by RUBIEPHARM in writing to be effective.
3.1 Unless specified otherwise in the confirmation of the order, the prices for deliveries and services shall apply excluding packaging, ex works Steinau, shipment per forwarding agent, railway, parcel service or customer pick up.
3.2 The confirmed delivery dates (dispatch dates) shall be without obligation.
4.1 Subject to order confirmation which might state otherwise, invoices of RUBIEPHARM are payable within 10 days after delivery without deduction.
4.2 If the customer fails to effect payment within 10 days from receipt of the invoice he will be in delay with payment, unless a different payment period has been agreed upon in an individual case. In the event of a delay with payment, RUBIEPHARM shall be entitled to default interest and flat charges. RUBIEPHARM reserves the right to furnish evidence of greater damage caused by delay.
4.3 Should the customer be in delay with payment, RUBIEPHARM is entitled – without prejudice to any other statutory rights – to exercise without prior notice a right of retention over all outstanding deliveries and services or to request advance payment and/or provision of security. The same shall apply in the event that RUBIEPHARM obtains knowledge of facts that give rise to justified doubts about the customer’s ability to pay.
4.4 The customer is not entitled to set counterclaims off against claims of RUBIEPHARM to the extent that the counterclaims have not been expressly admitted by RUBIEPHARM or that they have not been finally recognized by declaratory judgment. The customer shall have no right of retention because of partial performances according to § 320 para. 2 BGB (German Civil Code).
5.1 As regards deliveries of goods, the risk passes to the customer as soon as the goods leave the warehouse of RUBIEPHARM. Shipment shall always occur at the customer’s cost and risk. In the absence of the customer’s written instructions, RUBIEPHARM will determine the manner of shipment. Transport insurance will be taken out only on the customer’s express instructions and at its own expense. Should there be a delay in dispatch due to circumstances for which the customer is responsible, then the risk passes to the customer upon notification that the goods are ready for dispatch. In this case, RUBIEPHARM is willing, however, to take out the insurance policies requested by the customer at the latter’s costs.
5.2 Unless otherwise specifically agreed in writing, the indication of deadlines for the performance of deliveries and services is not binding. Delivery and service periods firmly agreed upon shall begin no earlier than upon receipt of RUBIEPHARM’s confirmation of the order, however not before the timely and proper fulfillment of the customer’s cooperation duties, especially not before provision of an agreed down-payment. Delivery periods shall be deemed to have been observed if, at their expiry, the delivery item has left the warehouse or the customer has been notified of the delivery item being ready for collection and/or dispatch.
5.3 RUBIEPHARM will endeavor to comply with agreed delivery and service deadlines. If RUBIEPHARM is in delay with a delivery or another service, the customer shall grant a reasonable extension.
5.4 RUBIEPHARM shall be released from the duty to perform in the event of operational breakdown, shortages of energy and raw materials, strikes, traffic delays, government intervention or other interferences for which RUBIEPHARM is not responsible for the period during which the impediment continues to exist. This shall also apply if these circumstances occur to supplier of RUBIEHPHARM. To the extent that RUBIEPHARM is released from the duty to perform, RUBIEPHARM shall grant back advance performances, if any, made by the customer. Further claims for damages of the customer due to delay with the delivery or service shall be excluded.
5.5 The customer’s statutory right of recession in the event of a delay with delivery or service shall remain unaffected but requires that RUBIEPHARM be responsible for the delay. The customer shall be obliged to declare at RUBIEPHARM’s request within a reasonable period of time whether it will rescind the contract after expiration of this period due to the delay with the delivery or service, or whether it will insist on the delivery or service.
5.6 Partial deliveries and services shall be permissible to a reasonable extent. Over and under deliveries of up to 10 % of the amount ordered shall not constitute a defect and shall not give rise to a complaint to the extent that a quantity deviation is customary and not unacceptable to the customer due to the nature of the delivery of the order.
6.1 As regards deliveries of goods and services, RUBIEPHARM retains title to the goods supplied until all claims arising from the business relationship with the customer have been discharged in full, regardless of the cause in law. With respect to current accounts, the title retained is regarded as security for the offset balance of RUBIEPHARM at any given time.
6.2 In the event of a conduct on the part of the customer that is contrary to the terms of the contract, especially in the event of delay with or imminent cessation of payment, bill protest, unsatisfactory information about the financial solvency of or compulsory enforcement actions against the customer or if a motion to pen insolvency proceedings has been filed against the customer, RUBIEPHARM shall be entitled to take back and the customer shall be obliged to return the delivered goods. RUBIEPHARM is not required to rescind the contract in order to be able to take back the delivered goods and/or assert its retention of title. These acts, as well as the attachment of the delivered goods by RUBIEPHARM, do not constitute a rescission of the contract unless RUBIEPHARM has expressly declared so in writing. After taking back the delivered goods, RUBIEPHARM shall be entitled to sell or otherwise dispose of the same. The proceeds from such sale or other disposition, less reasonable costs thereof, shall be credited towards the customer’s liabilities.
6.3 The customer shall be obliged to treat the delivered goods with care and, at the request of RUBIEPHARM, to sufficiently insure the same against damage for the period of time RUBIEPHARM retains its title to the goods. The customer assigns to RUBIEPHARM already now any claims it may have against the insurance company up to the amount of the underlying claims of RUBIEPHARM. In the event of attachments or other interventions by third parties, the customer must immediately notify RUBIEPHARM in writing so that RUBIEPHARM can assert its title. To the extent that the third party is unwilling or not able to reimburse RUBIEPHARM for the judicial and extra-judicial costs incurred by RUBIEPHARM in connection with the enforcement of its property rights, the customer shall be liable for the loss incurred by RUBIEPHARM.
6.4 The customer may dispose of the goods in which RUBIEPHARM has title or co-ownership only in the proper course of business dealings on its usual terms; this applies, however, only as long as the customer is not in default with payment. In the event of resale, the customer assigns to RUBIEPHARM already in advance the claims arising against its purchasers or any third party in the mount of the respective amount of the invoice of RUBIEPHARM for the goods resold (incl. VAT) plus a security surcharge of 10 %. RUBIEPHARM hereby accepts the assignment.
6.5 The customer shall be entitled to collect the claims assigned to RUBIEPHARM under no. 6.4 until revoked by RUBIEPHARM; such revocation shall be permitted at any time. RUBIEPHARM will exercise this right of revocation for cause only. The customer shall, upon request, be obliged to notify the third-party debtors of the assignment to RUBIEPHARM and to furnish RUBIEPHARM with the information and documentation required for collection.
6.6 The customer may not transfer to third parties the goods in which RUBIEPHARM has a title or co-ownership by way of security or pledge the same, may not assign the claims resulting from the resale to a third party or make an offset, nor agree a ban on assignment with its purchasers with respect to such claims. In the event of a global assignment by the customer, the claims assigned to RUBIEPHARM are to be expressly exempted.
6.7 If the value of the security existing on behalf of RUBIEPHARM exceeds RUBIEPHARM’s claims against the customer by more than 20 %, RUBIEPHARM shall be obliged to release the security exceeding this limit at the customer’s request; the individual objects to be released will be chosen by RUBIEPHARM.
7.1 In the case of deliveries of goods, the customer shall carefully examine the delivered good without undue delay upon receipt and complain vis-Ã¡-vis the transport company about defects if the defects may have resulted from transport immediately, at the latest within three working days in writing and shall request to record the facts in writing. All days other than Sundays and holidays shall be working days. The right of the customer to claim for defects (including claims for damages and for reimbursement of expenses, unless such claims are based on a willful or grossly negligent violation of duty or a violation of life, body, or health) is excluded.
7.2 In the case of deliveries of goods, the customer shall carefully examine the delivered good and complain about defects, if any, towards RUBIEPHARM promptly in writing, however no later than seven working days upon receipt of the goods or – in the case of hidden defects – within seven working days after the defects are discernable.
7.3 In the event of defects of the delivered goods that are objected in a timely manner, the customer primarily has a claim for subsequent fulfillment or compensation delivery chosen by the customer RUBIEPHARM. The expenses necessary for this purpose, such as wage, material, transport and travel costs will be borne by RUBIEPHARM only to the extent that such expenses are not increased due to the fact that the delivery item has subsequently been brought to a place other than the agreed place of delivery, unless such relocation is in accordance with the agreed use of the respective delivery item. Replaced goods become the property of RUBIEPHARM and are to be returned to RUBIEPHARM unless agreed otherwise.
7.4 If RUBIEPHARM is unable to render subsequent fulfillment within a reasonable period of time set by the customer the customer is entitled, at its own choice and without prejudice to possible claims for damages or reimbursement of expenses according to no. 8 below, to demand a reduction of the agreed remuneration for the goods delivered by RUBIEPHARM (Minderung), or – if the violation of duty on the part of RUBIEPHARM is not only insignificant – to rescind the contract.
7.5 The right of the customer to claim for defects shall not exist if the defect is due to the modification of the delivered goods without authorization of RUBIEPHARM. Only in urgent cases where there is a risk to operational safety or to avert disproportionate further damage, the customer is entitled to remedy the defect itself or by third parties and to obtain compensation for the necessary expenses from RUBIEPHARM. The same applies if RUBIEPHARM is in delay with the rectification of a defect. In all these cases RUBIEPHARM shall be informed immediately.
7.6 If a recipe, manufacturer’s specification or other composition was incomplete, mistakable or impracticable or transmitted in a wrong way, claims for defects are excluded.
7.7 Claims for defects – including claims for damages and for reimbursement due to defects, unless they are not based on deliberation or approximate negligence by RUBIEPHARM and not lead to a violation of life, body or health – shall become statute-barred within 12 months after delivery. The foregoing provision does not apply to the extent that a longer limitation period is compulsory prescribed by law. With regard to replacement parts and other performance RUBIEPHARM is liable until the expiration of the limitation period applicable to the originally delivered goods.
7.8 In case of claims for defects payments of the customer may only be retained if its claims are in reasonable proportion to the occurred defects and if the claims of the customer are undisputed or have been recognized by declaratory judgment. If the complaints are unjustified, RUBIEPHARM is entitled to demand from the customer reimbursement of the expenses made by RUBIEPHARM.
8.1 Subject to the regulations stated in no. 8.2 RUBIEPHARM shall be liable within the limits of statutory provisions if the customer asserts claims for damages or for reimbursement of expenses that are based on willful misconduct or gross negligence as far as RUBIEPHARM culpably violates an essential contractual obligation as well as in the cases of culpable injury of life, body, or health.
8.2 In the case of slight negligence where no violation of life, body or health is involved claims for damages and for reimbursement of expenses shall become statute-barred within twelve months and the liability of RUBIEPHARM is restricted to the foreseeable and typically occurring damage, albeit to not more than the contract value. Material contractual obligations are those arising from the nature of the agreement and which are of particular importance for the purpose of the agreement.
8.3 Any further liability for damages or for reimbursement of expenses beyond the scope provided for in these GTC shall be excluded, regardless of the legal nature of the asserted claim. In this respect RUBIEPHARM is not liable for, in particular, for any damages that have not arisen in regard to the item for delivery, such as loss of profit and other financial losses of the customer. The imperative provisions of the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
8.4 To the extent that liability on the part of RUBIEPHARM is excluded or limited according to the GTC, this shall likewise apply to the liability of the representatives of RUBIEPHARM as well as the persons employed for the fulfillment of its obligations and its vicarious agents, especially staff members.
9.1 Our goods produced under a contract manufacturing scheme may only be repackaged and resold to persons authorized to receive and licensed buyers in line with the respective applicable legal regulations (in particular Medicines Law, Pharmacy Law, Pharmaceutical Inspection Convention, GMP – Good Manufacturing and DP Distribution Practice etc.).
10.1 The legal relations between RUBIEPHARM and its customers shall become governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the provision of the United Nations Convention (CISG) on Contracts for the International Sale of Goods.
10.2 The exclusive place of performance for both parties to the contract shall be Steinau an der Straße. The exclusive place of jurisdiction is Gelnhausen (seat of local court). RUBIEPHARM shall be entitled to sue the customer also at its general place of jurisdiction.
10.3 As is common business practice the information provided with the order and delivery are stored by RUBIEPARM in the data processing system. By providing the order the customer declares his consent hereto. RUBIEPHARM is entitled to process the personal data of the customer obtained pursuant to this business relation in compliance with statutory law, in particular in compliance with the provisions of the Federal Data Protection Act (BDSG).
10.4 If a provision in this contract between RUBIEPHARM and the customer is or becomes ineffective including this GTC or contain a gap, the remaining provisions of the contract including this GTC shall remain effective and binding. The parties undertake to replace the ineffective provision or fill the gap by agreeing on a legally permissible regulation satisfying the economic purpose as much as possible.
RubiePharm Arzneimittel GmbH, Brüder-Grimm-Straße 121, D-36396 Steinau an der Straße
RubiePharm Arzneimittel GmbH
36396 Steinau an der Straße
Fon: 0 66 63 / 96 04 - 0
Fax: 0 66 63 / 96 04 - 32
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