General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of Croma-Pharma GmbH

Version as of January 1st, 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 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 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

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.

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