Sales and Delivery Terms of L&L Pharma GmbH

1. These sales and delivery terms apply for the entire duration of the business relationship between L&L Pharma GmbH (hereinafter referred to as "Merchant") and the customer, including future orders from the customer as well as deliveries and services from the Merchant.
2. Conflicting or deviating terms from the customer do not apply.
3. The Merchant's sales and delivery terms apply only to entrepreneurs as defined in § 14 BGB.

1. Offers are non-binding unless explicitly and in writing designated as firm offers by the dealer.
2. All orders are only considered binding upon confirmation by the dealer in writing or through delivery with the issuance of an invoice. Agreements made by the customer with the dealer's sales representatives are only legally binding if confirmed in writing by the dealer.
3. The dealer may withdraw from a binding order if the ordered goods cannot be delivered for reasons not attributable to him. In this case, the dealer is obliged to inform the customer immediately about the non-fulfillment of the order and to refund or credit any payments received from the customer without delay.
4. The customer must provide the dealer with copies of all documents proving their entitlement to purchase, such as their wholesale license, pharmacy operating license, or controlled substance number assignment, prior to the first order and upon request during regular re-evaluations. For hazardous substances and other materials subject to legal or regulatory requirements, the order simultaneously serves as confirmation that the customer possesses all necessary permits for use or further distribution. If the customer acquires the goods as a hospital-supplying pharmacy, they must notify the dealer prior to the first order.
5. The customer must promptly notify the dealer of any changes, expiration, or revocation of their purchasing entitlement. This also applies to the permit for trading in hazardous substances and other materials subject to legal or regulatory requirements.

1. Unless the merchant has explicitly confirmed the agreed delivery dates in writing as binding, the agreed delivery dates are considered as guidelines only.
2. The customer is entitled to withdraw from the contract due to non-compliance with the agreed delivery date only after they have set a reasonable grace period for delivery in writing to the merchant after the agreed delivery date has passed.
3. The customer must provide facilities or storage options that ensure unauthorized third parties cannot access delivered goods at all times. The responsibility for protecting goods placed in the reception area designated by the customer from unauthorized access lies with the customer; this also applies to the permissibility of storage.
4. Force majeure and events that temporarily disrupt the smooth processing of the order for reasons not attributable to the merchant, as well as impossibility of delivery not attributable to the merchant, entitle the merchant to withdraw from the contract in whole or in part or to postpone the delivery beyond the time specified in § 3 Abs. 1 for a reasonable period. The merchant will promptly inform the customer about the unavailability of the service and will refund any payments made without delay.
5. Shipping is carried out uninsured at the customer's expense and risk. The public law obligations according to the AM-HandelsV and the guidelines for good distribution practice of human medicines for shipping remain with the merchant, provided that the shipping is carried out by the merchant. The shipping method and carrier will be determined by the merchant in these cases.

The calculation of prices is carried out - unless otherwise agreed or stated - at the IFA prices valid on the day of delivery plus the statutory sales tax.

1. The merchant's invoices are due without deduction at the latest by the dates specified on the invoices. If no due date is mentioned, the claims become due immediately. The individual claims summarized in a collective invoice are not part of a current account relationship and remain legally independent at all times.
2. Objections regarding inaccuracies or incompleteness of an invoice must be reported by the customer in writing to the merchant immediately upon receipt. Failure to raise timely objections is considered approval of the invoice as a whole and of the individual items listed therein. If the customer requests a correction of the invoice after the deadline, it is their responsibility to prove that the invoice is incorrect or incomplete.
3. If a discount is granted, this requires a separate agreement.
4. No discount is granted for invoices related to special deliveries and services, special offers, or net items, although it may be included in the pricing. The same applies to charges.
5. The merchant offers all customers the option to pay via direct debit unless expressly excluded.
6. Cash payments are excluded. Payment by bill of exchange, check, assignment, or other fulfillment instead of a transfer is considered as fulfillment and requires the merchant's consent. Even with later due dates for bills of exchange or checks, no deferral occurs. As long as the merchant has contingent liabilities (e.g., from the transfer of bills of exchange), the merchant's security rights do not expire.
7. The customer bears the costs for bills of exchange, checks, and discount fees.
8. The merchant can declare all claims due immediately if circumstances arise that indicate a significant deterioration in the customer's financial situation. Claims can be declared due immediately if the business relationship is significantly restricted or terminated. In these cases, the merchant is entitled to deliver only against advance payment or security.
9. The merchant is also entitled to offset claims that affiliated companies pursuant to § 15 of the German Stock Corporation Act have against the customer.

1. The merchant's goods are delivered under retention of title. They remain the property of the merchant until all claims arising from the business relationship with the customer, including future claims, are fully paid. The customer is authorized, under the following provisions, to resell the goods subject to retention of title.
2. The customer is obliged to treat the goods with care during the retention of title and to insure them at their own expense against all usual risks, especially theft, fire, and water damage.
3. In the case of advance payment, the merchant waives the extended and expanded retention of title.
4. In the course of normal business operations, the customer is permitted to process or transform the goods subject to retention of title into a new movable item. Any processing or transformation of the goods by the customer is always done for the merchant. If the goods subject to retention of title are processed or transformed with other items not owned by the merchant, the merchant acquires co-ownership of the newly created items in proportion to the value of the goods subject to retention of title (gross invoice total including VAT) plus the processing value relative to the value of the newly created item. The newly created items owned or co-owned by the merchant through processing are considered goods subject to retention of title as per paragraphs 1 and 2 and the following provisions.
5. In the course of normal business operations, the customer is also allowed to connect the goods subject to retention of title with other items in such a way that they become essential components of a single item, or to mix or blend them in an inseparable manner. If the merchant does not become the sole owner according to § 947 Abs. 2 BGB, the merchant acquires co-ownership in all these cases upon the creation of the new item. The merchant's share of co-ownership in the case of connection and mixing is determined by the ratio of the value of the items at the time of connection. The newly created items owned or co-owned by the merchant through connection or mixing are considered goods subject to retention of title as per paragraphs 1 and 2 and the following provisions.
6. All claims from the resale of the goods subject to retention of title are hereby assigned by the customer to the merchant as security; in particular, the customer assigns all claims - including future ones - against health and replacement funds as well as billing offices from submitted prescriptions to the merchant; in the case of the sale of mixed, blended, processed, or transformed goods, to the extent corresponding to the invoice value of the goods subject to retention of title. If the customer has claims from possible contractual or business relationships with billing offices, the assignment also extends to the customer's claims against the billing offices for the return of what has been obtained from the order or business management. If the customer includes claims from the resale of goods subject to retention of title in a current account with their customers, a health or replacement fund, or a billing office, the advance assignment also extends to the balance and final balance claims of the customer. In connection with the aforementioned assignment, the customer is exempt from any information obligations to the merchant regarding the data underlying the assigned claims of service recipients (e.g., patient data, professional secrets, etc.) as well as from corresponding obligations to provide information, accounting, or delivery of documents; the merchant also waives their legally entitled claims for information, accounting, and delivery in this regard. This exemption or waiver by the merchant also applies accordingly to health and replacement funds and billing offices; the merchant will inform the health and replacement funds and billing offices about this. The merchant and the customer ensure that the assertion of the assigned claims is carried out in accordance with the customer's obligation to confidentiality arising from the relevant legal provisions (e.g., § 203 StGB, professional regulations, etc.).
7. The customer is authorized, in the course of ordinary business operations, to collect the claims from the resale. The retention of title of the merchant is conditioned in such a way that upon full payment of all claims of the merchant from the business relationship, ownership of the goods subject to retention of title transfers to the customer, and the claims assigned to the merchant belong to the customer. Until that time, any assignment of claims from the resale of the goods subject to retention of title is prohibited for the customer.
8. The customer's authority to mix, blend, process, and sell goods subject to retention of title, as well as to collect assigned claims, expires if the merchant revokes their consent due to a breach of contract by the customer that jeopardizes the merchant's security interest, particularly due to payment default, or due to the filing of an insolvency petition regarding the customer's assets. Under the same conditions, the merchant is entitled to demand the return of the goods subject to retention of title that are in their ownership. A right of retention cannot be asserted against this. Once the customer's authority to collect assigned claims expires, they must, at the merchant's request, notify the debtors of the assigned claims in writing about the assignment. The merchant is entitled to disclose the assignment themselves at any time.
9. The customer hereby assigns all enforceable claims that they currently or in the future have from a sale or other exploitation of their business operations, in the order of their occurrence, to the merchant to the extent of the open claims against them. This also applies to all future claims of the merchant from the business relationship. Assigned are, in particular, the claim for payment of the purchase price, rent or lease payments, and other one-time or recurring services for inventory, business establishment, customer base, intangible goodwill, non-competition clauses, and consulting. The customer also assigns claims for compensation from theft, burglary, fire, water damage, and building insurance concerning the pharmacy to the merchant to the extent that the merchant has claims against them at the time of the damage event. These agreements also remain unchanged in effect if the customer opens or takes over another pharmacy. The future claims and rights accruing to the customer will already be assigned to the merchant to the aforementioned extent.
10. The customer must immediately inform the merchant of any third-party access to the goods owned or co-owned by the merchant or to the claims and rights assigned to the merchant. The customer must promptly inform the third party of the merchant's ownership and claim ownership. If the third party is unable to reimburse the merchant for any legal costs incurred in this regard, the customer is liable for this.
11. The merchant must release the securities owed to them at their discretion to the extent that their estimated value exceeds all secured claims by more than 20%. For the valuation, the current market price at the time of the release request is used. If such a price cannot be determined, the calculation of the security limit is based on the purchase price paid by the customer. Any proceeds from exploitation belong to the customer, provided they exceed the merchant's claims.
12. The merchant hereby accepts the assignment of all claims listed above.

1. Complaints regarding obvious or recognizable defects, as well as incomplete or incorrect deliveries, must be reported in writing to the dealer without delay, but no later than within 4 working days after delivery, including the number of the relevant delivery.
2. The delivered goods are considered free from material defects unless otherwise expressly agreed upon by the parties, provided they are suitable for ordinary use and possess characteristics that are typical for goods of the same kind and that the customer can reasonably expect based on the nature of the item.
3. In individual cases, goods delivered without defects may also be returned by agreement with the dealer. However, special offer or promotional items are generally excluded from returns.
4. Furthermore, the dealer's current regulations for product returns (return policy) apply. Upon the customer's request, these will be sent to them by the dealer.

1. The seller is liable-regardless of the legal basis-only for damages caused intentionally or through gross negligence, or due to a significant breach of duty that jeopardizes the achievement of the contract's purpose. This means a breach of obligations whose fulfillment enables the proper execution of the contractual relationship and on which the contracting partner can regularly rely ("cardinal duties"). Liability also applies if the seller has provided a warranty for the quality of the goods or in cases of damages resulting from injury to life, body, or health.
2. In the event of a slight negligent breach of a cardinal duty as described in the previous paragraph, the seller's liability is limited to the typically foreseeable damage.
3. If the damage is based on gross negligence by simple vicarious agents, the seller's liability is also limited to the typically foreseeable damage.
4. Claims under the Product Liability Act remain unaffected. The customer agrees to inform the seller immediately if they are held liable by third parties under the Product Liability Act.

Information on data protection can be found on the merchant's website.

For all disputes arising from the business relationship, the merchant's place of business shall be the exclusive jurisdiction. Only the law of the Federal Republic of Germany shall apply, excluding the UN Sales Convention.