– Terms and Conditions

Terms and Conditions

General Terms of Business of Croma-Pharma GmbH and Croma GmbH, hereafter together and singly „CROMA“

Version valid as of 01/2018

Introduction - Scope of Application

The following General Terms of Business apply to all sales and delivery contracts between CROMA and the Buyer. By his irrevocable acceptance of the General Terms of Business, the Buyer specifically accepts the present terms and conditions, and at latest upon receipt of the goods agrees that the present terms and conditions shall also apply to all future transactions.
Should the Buyer refer to his own purchase or order or other general terms of business, they shall not apply even if CROMA does not (again) specifically oppose them. This shall apply whichever contracting party has made the last proposal.

Placing of orders

CROMA proposals are without obligation. Contracts do not exist until written acknowledgement of an order has been sent or until an order has been executed (invoicing or delivery of the goods ordered) by CROMA. Previous communications from the Buyer, particularly letters of confirmation, are valid for contract proposal purposes only.
Side agreements must be made in writing and become effective when signed by a CROMA authorised signatory.

Prices

CROMA prices are packed ex-works only and do not include transport.
Prices are in euro net, excluding VAT.
Delivery is ex-CROMA works.

Delivery and partial deliveries

Delivery dates and deadlines are binding only if stated in writing by CROMA.
Delivery dates are calculated from the date the order confirmation is sent to the Buyer and under no circumstances before agreement on all order processing details.
Deliveries within Austria: Goods are usually shipped ex-works within five working days of CROMA‘s dispatch of order confirmation. Exceptions are individual imports, medicines for clinical studies, medicaments and medical devices that must be imported from abroad. In these cases the delivery dates set out in the contract will apply. In the case of customer collection within Austria, goods will be ready for collection within five working days of dispatch by CROMA of order confirmation.
Exports will be shipped when available. The delivery dates set out in the contract will apply.
CROMA may refuse to make delivery or may extend delivery deadlines or dates, or may terminate the contract without fixing a final deadline and assert the loss it has suffered including additional expense if and so long as the Buyer delays in the fulfilment of his obligations.
In the event of late delivery, the Buyer must set an appropriate final deadline. The Buyer may not terminate the contract for late delivery until the final deadline has passed. In the event delivery is late or impossible because of circumstances unforeseen by CROMA or in the event of default for simple negligence on its part, in addition to the right of termination the Buyer shall have no other rights and in particular no right to compensation.
Partial deliveries are allowed and may be invoiced immediately. In the event the Buyer is late in payment on a partial delivery, CROMA may terminate the contract without setting a final delivery date.
In the event of force majeure, blockades, shortages of raw materials etc. CROMA may, despite general delay, defer delivery for the period of the problem or terminate the contract in full or in part as regards the portion of goods still to be delivered without such action giving any entitlement to bring any claim whatsoever against CROMA.

Transfer of risk, shipment and refusal to give acceptance

Upon handover of goods to the freighter, shipper or other person responsible for shipment and at latest when the goods leave the CROMA works, risk shall transfer to the Buyer. This shall also apply if CROMA is paying shipment costs.
Should shipment be delayed for reasons imputable to the Buyer, risk shall be transferred to him when the goods are ready for shipment.
In the event of doubt, deliveries shall be deemed undamaged at handover.
At the Buyer‘s written request shipments may be insured under normal terms and conditions. Unless otherwise agreed, the packing, route and nature of shipments shall be decided by CROMA and approved by the Buyer.
Complaints about shipment delays, errors or damage in transport should be made by the Buyer within the stated deadline to the shipping company directly and to CROMA within 2 working days of receipt of the goods.
If the Buyer does not accept the delivered goods, CROMA may demand 25 % of the order price as flat compensation. CROMA shall be further compensated for any damage exceeding the flat compensation amount.

Payment

Payments shall be made net by the deadline stated on the invoice without deduction of any kind. If no deadline is stated, they shall be made within 10 calendar days of the invoice date.
Costs and expenses may not be deducted from payments.
In the event of late or deferred payment, CROMA shall apply 12% p.a. interest on arrears.
All CROMA invoices issued to the Buyer shall fall due immediately if the payment terms on an invoice have not been observed or if CROMA becomes aware of circumstances that in its proper, professional opinion might make the Buyer less reliable (liquidation procedure etc.).
Only payments made directly to CROMA will give rise to release. In the event several invoices are outstanding, CROMA may set payments made by the Buyer off against the oldest current invoice including interest and expenses, even if the Buyer has made clear that the payment is in respect of a particular invoice. Setoffs of any kind against CROMA claims are prohibited. Legitimate complaints do not give any entitlement to return of the full invoice amount but only to an appropriate portion thereof.
CROMA agents and medical representatives have no authority to accept payment on its behalf.

Title

Until full payment of the agreed price is made, title to all delivered goods lies with CROMA.
Goods may not be pledged or given as security to any third party. CROMA must be informed immediately in writing of any pledge of, or other interference by third parties in, reserved goods. Such third parties must be informed of CROMA‘s title to the goods. The Buyer shall bear the cost of protecting CROMA‘s rights.

Liability

CROMA accepts no liability whatsoever unless in the event of deliberate intent or gross negligence. Compensation claims in general may not be brought against CROMA to the extent that slight fault on CROMA‘s part alone is involved. If the damage was caused by gross liability, any legal liability CROMA may have incurred shall be limited to typical damages. Where allowed by the law, CROMA accepts no liability for any general loss of profit by the Buyer.
Third party claims (indirect claimants) against CROMA are prohibited. In the event third party claims are brought against the Buyer on the ground of services provided by CROMA under a contract, the Buyer shall inform CROMA immediately. CROMA shall be provided with full details of all claims and may at its own expense join any such court or administrative proceedings. The Buyer may not without CROMA‘s agreement acknowledge any claim or make and/or agree any settlement payment.
Compensation claims must be made within the statutory limitation period.

Guarantee and returns

The Buyer must check goods for defects immediately as soon as they are delivered.
Incorrect deliveries (type of goods and quantities) and goods received in defective condition must be found immediately upon receipt of a shipment and reported in writing within 2 working days, giving the delivery voucher number.
Such goods must be returned to CROMA immediately at the Buyer‘s expense.
In the event of a justified complaint, CROMA may remedy the matter by returning the goods once repaired, providing a replacement delivery free of charge or issuing a credit note. No further claims may be made.
The Buyer may not return sold goods for replacement unless agreed by CROMA in writing. Returns shall be shipped at the Buyer‘s risk and expense. Psychotropic substances, narcotics, individual imports, hospital requisition orders (Klinikanforderungen) and chilled goods may not be returned.

Resales, legal requirements

CROMA goods may be resold only in their original format and intact original packaging. Medicaments may be resold only to licensed buyers.
The Imported Medicaments Act (Arzneiwareneinfuhrgesetz) applies to imported medicaments. When using and/or reselling our goods, the Buyer shall be bound by all applicable laws and regulations.
Contract partners and third parties may not bring general compensation claims against CROMA for product liability within the meaning of the Product Liability Act (PHG) unless they are alleging that CROMA caused the damage and was at least seriously negligent.

Place of fulfilment and jurisdiction

The place of fulfilment is Leobendorf (Austria).
Any dispute arising from or connected with delivery or payment for delivery shall be exclusively put before the competent court of the first Gemeindebezirk (district court) of Vienna.
The agreement between the Buyer and CROMA is regulated by Austrian law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Data processing

The buyer will voluntarily agree to the electronic processing and use of his personal data and all other data relating to the business relationship. The administrator of personal data will be Croma Pharma GmbH and all entities related to it and dependent on it, both personally and financially, directly or through other entities, and trusted partners. Processed data will be for the purposes of the policy described, among others, to: process orders, manage contracts, process warranty claims, provide comprehensive care and advice, and create advertising materials and offers, as well as for statistical purposes and to meet statutory requirements.

According to the law in force, we can provide data to entities that process them at our request, for example, agencies, subcontractors.

The buyer has the right to request access to data, rectification, deletion or limitation of their processing, the buyer may also withdraw consent to the processing of data, submit an objection.

The consent of the Buyer is voluntary and may be withdrawn by the Buyer at any time, but the withdrawal of consent will not affect the lawfulness of the processing on the basis of consent prior to its withdrawal.

For all matters relating data protection, please contact CROMA’s data protection officer (E-mail: dataprotection@croma.at).

Final provisions

Should any of the provisions of the General Terms of Business change or prove ineffective, this shall not affect the validity of the remaining CROMA terms and conditions. Should any provision prove ineffective, the Buyer shall agree an effective provision with CROMA that translates that ineffective provision as closely as possible into a lawful, effective form.
The present General Terms of Business replace and invalidate all previous terms and conditions.

Valid as of January 1st, 2018

Croma-Pharma GmbH

Croma GmbH

General Terms and Conditions of Purchase of Croma-Pharma GmbH

Version as of January 1^st, 2024

1. General

These General Terms and Conditions of Purchase ("Purchase Conditions") apply to all orders and subsequent transactions agreed upon between Croma-Pharma GmbH ("CROMA," "we," "us") and the contracting party ("SUPPLIER"). Any conflicting general terms and conditions of the SUPPLIER are expressly rejected. They apply only if we are expressly and in writing agree to them in individual cases and only for the specific business case. Deviating oral agreements require our written approval. Our silence regarding documents sent to us such as supplier confirmations, delivery notes, invoices, etc., in no way constitutes acceptance of conflicting terms and conditions. In addition, the "Code of Conduct for Business Partners" which is part of these Purchase Conditions applies. Both documents can be accessed on the internet at www.cromapharma.com. The conclusion of a contract does not fail due to conflicting general terms and conditions. Instead, the legal regulations apply in this case.

2. Orders

Orders must be in writing to be effective (letter, fax, email). Oral orders are only valid if confirmed in writing through electronic signature or handwriting. SUPPLIER's orders must be promptly confirmed in writing, indicating price and performance, as well as the shortest or the delivery time specified by us. Prices are considered fixed prices, including all ancillary costs, especially packaging, shipping, and insurance, unless explicitly agreed otherwise in writing. In case of different agreements, the costs for freight and packaging must be separately indicated in the invoices. Our order number must be specified in all documents including delivery notes and invoices.

3. Delivery; Fulfillment

The specified or agreed deadlines and dates for deliveries must be adhered to. The delivery period begins on the day of the acceptance of the offer. If compliance with a deadline or date is not possible, the SUPPLIER must immediately inform CROMA of the reasons and the expected duration of the delay. In the event of a delivery delay occurring without prior written notice, CROMA reserves the right to charge a penalty of EUR 500 (five hundred euros).

If agreed dates or deadlines for deliveries are not met due to circumstances attributable to the SUPPLIER, we are entitled to withdraw from the contract and/or demand a penalty of 1% of the net purchase price of the delayed delivery per day of delay, up to a maximum of 10% of the net purchase price of the delayed delivery, after giving a reasonable grace period. The SUPPLIER waives the assertion of any possible judicial moderation right. CROMA reserves the right to claim additional damages separately.

The SUPPLIER is responsible for all costs arising from a delay in deliveries attributable to the SUPPLIER, as well as the additional costs and expenses incurred to meet the delivery or performance deadline.

The acceptance of the delayed delivery does not waive other claims. Unless expressly agreed otherwise in writing, deliveries are "free delivered" to the goods receiving point ("Destination"). The Destination is also considered the place of performance.

If the means of transport is not explicitly specified or agreed upon, the SUPPLIER must determine the suitable means of transport at its reasonable discretion. The SUPPLIER must fulfill the necessary formalities with the carrier.

The SUPPLIER must bear all obligations associated with export clearance, especially the preparation of export documents. The SUPPLIER is obligated to obtain, at its own expense, the documents required for import (e.g., export licenses or preference certificates).

For deliveries from countries with which the EU has preferential agreements, we assume the delivery of preferential origin goods. If such goods are not delivered, the SUPPLIER bears the EU customs duty.

The SUPPLIER is not authorized to make partial deliveries or over- or under-deliveries unless otherwise expressly agreed in writing. The SUPPLIER must promptly fulfill part and subsequent deliveries caused by the SUPPLIER's fault at its own expense. The assertion of further claims remains unaffected.

Unless expressly agreed otherwise in writing, goods deliveries can only be accepted within the following periods:

Monday to Thursday: 8:00 a.m. to 3:00 p.m.

Friday: 8:00 a.m. to 12:00 p.m.

Unloading can only take place on the next working day if the arrival is later. The costs incurred due to non-compliance with the specified times are borne by the SUPPLIER unless we are responsible for the non-compliance.

Each shipment must include a delivery note. If a shipment consists of multiple packages, a clear indication of the location of the delivery note is required.

The fulfillment of the SUPPLIER's contractual obligations by third parties requires our consent, even if the third party is an affiliated company of the SUPPLIER within the meaning of § 15 of the Stock Corporation Act.

4. Packaging

At our reasonable discretion, we are entitled to demand the proper, free-of-charge return of packaging materials from the SUPPLIER. The packaging material is collected by us and presented to the SUPPLIER.

Durable packaging (e.g. crates, IBCs, etc.) may only be charged by the SUPPLIER at cost and must be credited at 3/4 of the invoiced value upon the SUPPLIER's freight-free return within three months in a usable condition.

The SUPPLIER is responsible for the appropriate packaging of its delivery and is liable for damages caused by improper packaging.

For imports from countries for which the EU has initiated restrictions on certain packaging materials (e.g., wood from the USA), the delivery must be made in/on suitable packaging not affected by these restrictions (e.g., plastic pallets).

5. Transfer of Risk; Transfer of Ownership

The risk passes to us only upon receipt of the delivery, in the absence of any expressly written agreement to the contrary. The ownership of delivered goods generally passes to us upon receipt of the goods. Simple retention of title by the SUPPLIER becomes part of the contract only if we have expressly agreed to it in writing. Extended or expanded retention of title also applies only if we have expressly agreed to it in writing.

6. Unforeseeable Events; Force Majeure

In the event of unforeseen extraordinary events, especially force majeure, war, and official measures, the SUPPLIER must immediately enter into negotiations with us regarding their impact on the contractual relationship.

An exemption from the obligation to deliver does not generally occur. The assertion of other rights, especially those arising from default, remains generally possible in these cases.

7. Quality; Representations/Guarantees; Warranty; Liability

Delivered goods or services must comply with legal and contractually agreed regulations in terms of quality, quantity, dimensional accuracy, and other specifications.

In the case of the delivery of machinery, equipment, and spare parts, the SUPPLIER is liable for compliance with applicable occupational safety and accident prevention regulations, as well as for the technically flawless execution according to the generally recognized latest rules of technology. All necessary documents for acceptance, operation, maintenance, and repair are part of the respective scope of delivery.

A reference to standards generally implies an assurance in the sense of a fault-independent guarantee of quality unless expressly agreed otherwise in writing. Likewise, samples, patterns, as well as other documents and information such as reproductions, drawings, dimensional and weight specifications provided to us are considered assured characteristics in the sense of a fault-independent guarantee of quality.

The SUPPLIER also guarantees that the use and/or resale of the delivered goods/services by him do not infringe upon existing third-party intellectual property rights. In accordance with this guarantee, the SUPPLIER releases us from all claims by third parties due to intellectual property rights infringements upon first request.

The assertion of any further claims that we are entitled to, especially claims for damages, remains unaffected.

Our obligation under § 377 of the Austrian Business Code (UGB) is limited to the inspection of the identity and completeness of the delivery, as well as externally visible transport damages.

In the event of a performance disturbance, considering what is reasonable, we have the choice to either initially request rectification or replacement delivery or immediately withdraw the complained delivery against compensation of the price, reduction, damages, and/or withdrawal or replacement of futile expenses.

Warranty claims and other claims, especially those related to performance disturbances, are governed by the statutory regulations unless otherwise specified in these purchasing conditions.

Defects of any kind are generally to be rectified by the SUPPLIER after a justified complaint. This also applies if they are only discovered at the time of processing or further processing.

Goods provided for the manufacturing process are to be treated by the SUPPLIER as proprietary products after receipt of the goods. The SUPPLIER is obligated to inspect provided goods for quality and quantity and promptly report any defects/irregularities to us, as well as handle the provided goods with care. If, during processing, provided material becomes unusable due to the fault of the SUPPLIER, the costs of replacement are to be reimbursed to us.

In urgent cases of endangering operational safety and to prevent disproportionately large damages, we reserve the right to remedy the defect ourselves or through third parties. The SUPPLIER assumes the reimbursement of necessary costs. Rectification of defects can only take place after consultation with the SUPPLIER, unless there is a risk of delivery delay or, despite two requests from us, the defect has not been rectified or not to our satisfaction.

CROMA is entitled to offset due and undisputed counterclaims against the SUPPLIER from other purchase contracts with claims of the SUPPLIER.

8. Returns; Special Right of Withdrawal

Returns are generally possible if they are not unreasonable for the SUPPLIER based on the circumstances of the individual case. This also applies in the case of custom-made products and opened packaging.

If the SUPPLIER discontinues its deliveries, or insolvency proceedings are initiated against its assets or the application for the opening of insolvency proceedings is rejected due to lack of funds, we are entitled to withdraw from the contract for the unfulfilled part of the delivery/performance.

9. Invoices; Payments

Invoices must be promptly sent to us electronically at invoice@croma.at. They must comply with legal requirements, particularly regarding the identification of VAT and the VAT identification number.

Unless expressly agreed otherwise, payments will be made by us within thirty (30) calendar days from the invoice or goods receipt - whichever occurs later - with a 3% discount. The net payment term is sixty (60) calendar days, also calculated from the invoice or goods receipt, unless expressly agreed otherwise. We reserve the right to withhold payment, in whole or in part, at our reasonable discretion in the event of performance disruptions until the performance disruption is rectified. Payments do not confirm the regularity of a delivery.

10. Confidentiality; Ownership of Manufacturing Tools and Materials; Intellectual Property

The SUPPLIER must treat the commercial and technical details known to it in connection with the order as confidential business secrets and disclose them to third parties only to the extent necessary for the execution of the order. Any disclosure must be reported in writing or, if a confidentiality agreement exists, must be regulated in the same way through a confidentiality agreement with third parties.

Drawings, models, tools, samples, matrices, data carriers, know-how, or other production aids ("Production Aids") provided by us to the SUPPLIER for the execution of the order or produced by the SUPPLIER on our behalf are our property and may only be used by the SUPPLIER to fulfill the order, particularly not for other purposes without our prior written consent or reproduction, sale, pledging, or disclosure to third parties. All industrial property rights, especially patent and copyright rights to the Production Aids and the products manufactured with the Production Aids, belong exclusively to us. We become co-owners in proportion to the value of the production aid to the value of the product for products produced using our Production Aids.

The SUPPLIER must keep the Production Aids in accordance with the care of a diligent merchant, insure them as foreign property, and promptly return them properly packaged and in proper condition at the end of the business relationship or at any time upon request. Sub-suppliers must also be obligated accordingly.

11. Data Protection

We are entitled to store data about the SUPPLIER within the scope of the contractual relationship (Art. 6 para. 1 lit. b GDPR). More information can be found at https://www.cromapharma.com/int/about-croma/privacy/.

12. Jurisdiction; Applicable Law

In commercial or business transactions, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Commercial Court of Vienna, Austria.

Only Austrian law shall apply to the legal relationships between us and the SUPPLIER. Regulations, especially those of international private law that could lead to the application of a different legal system, are expressly waived. Likewise, the provisions of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law) are expressly waived.

13. Severability Clause

If individual parts of these Purchase Conditions are legally ineffective, the effectiveness of the remaining parts of the Purchase Conditions is not affected by this. The ineffective and/or unenforceable provision will be replaced by an effective provision that comes as close as possible to the intended commercial purpose of the contract conditions.