AGB - Iscador AG

General terms and conditions

Iscador AG Switzerland

as of February 2018

Terms and Conditions and Return Policy in PDF (Download):

AGB: IAG_AGB_CH_eng_03_2018.pdf
Return Policy: IAG_Retourenregelung_CH_eng__03_2018.pdf

Section 1 General information

Our deliveries and services are performed exclusively in accordance with our General Terms and Conditions. If a provision of these General Terms and Conditions should be ineffective the remaining provisions shall remain unaffected by this. These provisions apply to consumers, entrepreneurs or both (hereinafter called buyer(s)).

The current version of the GTC, which can be found online at www.iscador.com/agb, is always valid. It replaces all previous versions. A printed copy of the version valid at the time of the award of contract and the order date, stating the respective status, can always be requested from Iscador AG.

Iscador AG is entitled to change the General Terms and Conditions in the event of new developments, changes in jurisdiction and other valid reasons. These are always valid for every subsequent award of contract and order and delivery (new contracts) after their publication online at www.iscador.com/agb. The procedure for ongoing contracts is governed by general law.

Upon the award of the contract and the order the valid version of the General Terms and Conditions which are pointed out to the purchaser in the event of interim updates, is recognised insofar as nothing else was expressly agreed upon prior to this in writing. Conflicting or differing terms and conditions of purchase of the buyer shall only become part of the contract after Iscador AG has provided its written consent.

Section 2 Offer, award of contract, prices

Our offers are subject to change. Orders by the buyer as well as other agreements and assurances shall only be effective and binding once we have issued our confirmation in writing. If the creditworthiness of the buyer is reduced, the seller reserves the right to cancel the contract. Our deliveries and services are performed on the basis of the respectively valid pricelists. Unless otherwise stated, all the prices quoted are as a general rule in euros (CHF) excluding statutory VAT. Standard delivery of merchandise is performed as a package within Switzerland. Orders exceeding an order value of CHF 200.00 shall be delivered free of charge. A minimum quantity surcharge of CHF 25.00 shall be charged for orders under CHF 200.00.

Section 3 Delivery

Delivery periods commence upon the date of order confirmation. If an agreed delivery date is exceeded, the buyer is entitled to set a grace period of two weeks. If the delivery obligation is not fulfilled by the expiry of this period, the buyer may cancel the order.

If failure to observe the delivery deadlines is due to force majeure or other disturbances for which we are not responsible, e.g. disruptions of operations, shortage of raw materials, strikes, traffic disruptions and delivery disruptions of suppliers, the agreed delivery deadlines shall be extended accordingly.

The ordering party shall only be entitled to claims for compensation for damages caused by delay if the delays were caused by gross negligence or intent.

Part deliveries and corresponding invoices are permissible if they are reasonable for the buyer.

Section 4 Offsetting and retention

Offsetting against our claim is only permissible if the claim of the buyer is undisputed or has been recognised by declaratory judgement. The buyer may only assert rights of retention if they result from the same legal relationship with the seller.

Section 5 Warranty and notice of defects

Iscador AG warrants that the delivered goods are complete and free of defects at the time of the transfer of risk. The buyer must inspect the goods for completeness and obvious defects immediately following receipt.

The warranty rights of the buyer due to defects of the product shall expire 6 months following the receipt of the goods by the buyer. If the buyer is a consumer, the warranty claims of the buyer shall become statute-barred two years after delivery of the goods to the buyer.

Externally recognisable defects (transport damage, quantity deviations) must be noted on every delivery note and immediately reported to returns@iscador.com, but no later than within 5 working days of delivery of the goods. In the event of damage in transit the production of a damage report must also be requested from the haulier. Defects that are not immediately identifiable (hidden) must be reported to Iscador AG immediately after they have been identified, but at the latest upon the expiry of the warranty period. In the case of defects that are reported later Iscador AG shall reject any warranty and liability insofar as this is legally permissible.

If the delivered goods are defective and the buyer has provided a notice of defect in accordance with the contract, the defective goods shall be returned and replaced or credited by Iscador AG. However, the returning of the goods or replacement delivery is at any rate only possible if and to the extent that fault-free replacement goods are still available at Iscador AG. All further warranty claims and legal remedies of the buyer shall- insofar as they are legally permissible – be prohibited.

If the buyer fails to examine the goods or to notify of the defects in a timely manner, the delivered goods shall be deemed to have been approved.

If defects can be attributed to improper or inappropriate treatment or storage at the buyer’s premises, any liability on the part of Iscador AG shall be excluded.

The buyer is entitled to a replacement delivery if items with an expiry date of less than 3 months are delivered or individual batches are withdrawn by Iscador AG or an authority, provided the return is performed by the buyer within two months of the announcement.

Section 6 Returns and complaints

There is no right of return vis-à-vis Iscador AG in principle for goods that have been properly delivered. In the case of any return or complaint, notification must always be provided in advance of the intended return shipment that must generally be prepaid and in particular also in those cases where the goods were not purchased directly from Iscador AG as a seller. Please note our separate return policy concerning this. In the event of an unjustified return or complaint of properly delivered goods, Iscador AG may charge a gross processing fee of CHF 20.00. In the event of a deterioration in the condition of the goods, restriction of the saleability, damage due to improper handling or defective packaging of the return, the potential additional right of compensation for damages or claims for damages also remains reserved.

Section 7 Returns and exchanges

The return and exchange of goods delivered fault-free and in accordance with the contractual agreement is excluded.

The separate Returns Regulations of Iscador AG shall be binding for returns.

Section 8 Conclusion of contract

Upon the conclusion of the contract, the buyer expressly accepts the terms and conditions of Iscador AG as part of the contract.

Offers made by Iscador AG are non-binding unless they are expressly designated as “binding”. If Iscador AG does not raise an objection to an order received based on an offer within three working days, then the provisions of the offer shall come into force.

Iscador AG is additionally entitled, but not obliged, to already deliver goods on the basis of verbal orders from buyers.

Section 9 Payment conditions

Payment conditions: 30 days net from date of invoice.

Section 10 Default in payment

If the buyer does not observe the payment deadline the buyer shall be in default following the expiry of the deadline. In this case, Iscador AG is entitled to demand default interest of 2% of the net invoice amount from the second reminder onwards.

If a delay occurs in the payments, Iscador AG also has the right to suspend or withdraw from all delivery and credit obligations entered into without setting a grace period. The same applies if the buyer becomes insolvent.

Section 11 Liability

Iscador AG is only liable for damages incurred by the buyer due to intentional or grossly negligent behaviour on the part of Iscador AG. Any further liability shall be excluded insofar as this is legally permissible. In particular, Iscador AG is not liable for direct or indirect damages such as lost profits, savings that have not been realised, loss of business opportunities or claims of third parties.

Section 12 Non-disclosure clause

Iscador AG and the buyer shall undertake not to disclose any information regarding the terms of the contract (including discounts) as well as business and trade secrets to third parties, which are known to them as a result of the processing of goods orders.

Section 13 Place of Jurisdiction

The exclusive place of jurisdiction for all disputes, claims from or in connection with these General Terms and Conditions, or individual deliveries is Arlesheim, BL. If the buyer is a consumer, the courts at his/her domicile and the courts at the headquarters of Iscador AG are optionally available to him/her.

Section 14 Choice of law

These General Terms and Conditions or individual deliveries are subject to Swiss substantive law in all parts (excluding the provisions of the Vienna Convention on the International Sale of Goods).

Iscador AG Germany

As of January 2024

Terms and Conditions and Return Policy in PDF (Download):

IAG_AVB_DE_en_2.0_01.2024

I. Scope, conclusion of contract

1. These terms and conditions of sale only apply to persons, who act upon conclusion of the contract in the exercise of their commercial or independent professional activity (entrepreneurs as defined by Section 14 of the German Civil Code (BGB)), legal persons under public law and special funds under public law.

2. For all our deliveries – including future deliveries – to purchasers as defined by Section I. (hereinafter referred to as “Purchaser”), the following terms and conditions shall exclusively apply, unless otherwise agreed in writing. The terms and conditions of the purchaser shall not become part of the contract, even if we do not expressly object to them.

3. Verbal collateral agreements or undertakings of our employees, which go beyond the contents of the written contract or change these conditions to our disadvantage, shall only be effective after we have confirmed them in writing.

4. Our offers are non-binding insofar as they are not expressly designated as binding. Contracts shall only come into being through our written confirmation of order or delivery. Fax or emails are also accepted written forms.

II. Prices and terms of payment

1. Our prices result from the respective valid price list and within Germany are delivery duty paid (DDP) shipping point and in other European countries FCA from Ehrenkirchen (Incoterms® 2010) net in Euro including packaging in parcels and where applicable plus statutory turnover tax.

2. In the case of orders of less than € 200.00, we shall charge a minimum quantity surcharge of € 25.00.

3. Payments shall be transferred to our account within 30 days of receipt of the invoice without any deduction and free of charges. The decisive factor in terms of the timeliness of payment is irrevocable payment of the amount into our account.

4. A delay in payment or other circumstances that indicate a significant deterioration in the financial circumstances of the purchaser following conclusion of the contract entitle us to demand immediate payment of all our claims which are based on the same legal relationship.

5. In the event of a delay in payment we shall charge interest of 9 percentage points above the basic rate of interest, but at least 10%.

6. The purchaser is only entitled to withhold payments or set off against counterclaims insofar as its counterclaims are undisputed or have been legally established.

III. Delivery, transfer of risk, force majeure, default

1. Delivery within Germany is performed DDP shipping point and in other European countries FCA Ehrenkirchen (Incoterms® 2020). Unless otherwise stated in our order confirmation, our dispatch center is located at Reutackerstr. 10, DE-79591 Eimeldingen.

2. Partial deliveries are permissible to a reasonable extent.

3. An agreed delivery period commences upon receipt of the confirmation of order, but not before clarification of all details of the order execution, the provision of any documents required for the delivery that need to be procured by the purchaser, permits as well as receipt of an agreed down payment or guarantee of payment.

4. Our delivery obligation is subject to timely and correct self-delivery by our suppliers, unless the incorrect or delayed self-delivery is our fault. In this case we can withdraw from the contract.

5. Based on Based on DDP shipping point (Incoterms® 2010) the risk shall be transferred to the purchaser following delivery. In the case of European deliveries the risk based on FCA Ehrenkirchen Incoterms® 2010 shall be transferred to the purchaser following shipment.

6. Force majeure, e.g. mobilisation, war, rebellion or similar unforeseen, unavoidable or unacceptable events, which we are not responsible for, e.g. strikes, lockouts, industrial disputes, difficulties in material procurement, transportation delays, shortages of labour, energy or raw materials, government measures, and difficulties in obtaining permits, especially import or export licences, shall prolong the delivery deadlines by the duration of the disruption and its impacts. This shall also apply if the obstructions occur at the premises of our upstream suppliers or during an existing delay. If the obstruction is not merely temporary in nature both parties are entitled to withdraw from the contract. Claims for damages shall be excluded in the cases stated in Section 6 of this Article III.

7. If we are in default and the Purchaser consequently suffers a damage/loss, our liability in cases of ordinary negligence shall be limited to 0.5% per completed week of default, but in total to max. 5% of the net invoice amount of the part of the delivery affected by the default. Statutory claims for compensation in lieu of performance in accordance with Article VII shall remain unaffected.

IV. Retention of title

1. We shall retain title of the goods delivered until we receive all the payments from the existing business relationship with the Purchaser. If there is a current account relationship with the Purchaser, the retention of title shall extend to the recognised balance.

2. The Purchaser is obliged to carefully store the goods subject to retention of title and to sufficiently insure them at its own cost against loss and damage at the replacement value. The Purchaser shall now already assign us claims arising from the insurance relationship to the transfer of title subject to a condition precedent. We shall accept the assignment.

3. The Purchaser may sell the goods subject to retention of title, in the ordinary course of business, however, assigns to us all claims from the resale of the goods subject to retention of title in full in advance. We shall accept the assignment. We shall accept the assignment.

4. The Purchaser is entitled to collect the accounts receivables assigned to us as long as it meets its payment obligations. If the Purchaser no longer meets its payment obligations we can revoke the authorisation to resell and demand that the Purchaser notifies us of the accounts receivables assigned and its debtors, provides us with all the necessary information for the collection, hands over relevant documents and informs the debtors of the assignment. The taking back of the goods subject to retention of title is not deemed to be a withdrawal of the contract. If we declare the withdrawal of the contract we are entitled to sell the goods on the open market.

5. The Purchaser must immediately inform us if third parties access goods subject to retention of title. Costs incurred by the resisting of such an action shall be assumed by the Purchaser, unless they can be collected from the third party.

6. If the value of the securities exceeds our accounts receivables by more than 10% then we shall thus upon the Purchaser’s request release securities of its choice.

V. Defects and taking back of goods

1. Our product descriptions do not constitute any warranty.

2. The Purchaser may only assert any rights due to material defects if it has duly fulfilled its legal obligations to inspect and issue a complaint concerning the goods delivered. The Purchaser must inspect the goods immediately following their delivery for any obvious material defects. The Purchaser must immediately notify us of obvious material defects following delivery, and of concealed defects immediately following their discovery.

3. Notifications of defects must be submitted in writing, if possible by email, stating the nature and extent of the defect to the following address: returns@iscador.com.

4. Insofar as we have undertaken to transport the goods, the Purchaser shall in addition to its obligations under paragraphs 2 and 3 of this Section V, report externally identifiable transport damage and quantity deviations to the carrier upon delivery, record them on the delivery note and demand a damage report from the carrier and send it to us.

5. If we receive justified notices of defects we will deliver the goods again or with the Purchaser’s consent credit it the value of the goods.

6. The costs of subsequent fulfilment arising from the fact that the object of the delivery has been subsequently moved to a place other than the commercial establishment of the Purchaser shall not be assumed, unless the shipment complies with its intended use.

7. Damage to the purchased goods, which are caused by improper storage, does not constitute a defect.

8. If a notice of defects or return is unjustified, we are entitled to demand compensation for the expenses incurred from the Purchaser, and at least a processing fee of € 20.00 gross.

We shall as a gesture of goodwill replace, or reimburse the purchaser, for goods for which the expiry date expires or has expired in less than 2 months after delivery following the return of the goods or proof of their destruction and detailed information on the goods (batch, expiry, quantity) in writing.

VI. Resale and handing over of the goods

The Purchaser is obliged to sell or hand over the goods only completely (i.e. including packaging, leaflets, patient brochure, etc.).

VII. General liability

1. We are liable for intent or gross negligence, fraudulent concealment of defects, injury to life, limb or health, according to the German Medicines Act or according to the German Product Liability Act in accordance with the law. In the event of an assumed warranty we shall be liable in accordance with any applicable warranty conditions.

2. In cases of simple negligence we shall only be liable in the event of the violation of an essential contractual duty the fulfilment of which alone enables the orderly performance of the contract and where the Purchaser regularly places its trust, or may place its trust, in its observation and more precisely – insofar as it is not regulated differently in Article III Section 7 for damages caused by delay – it shall be limited to predictable and typical damage in such cases. Liability on our part is excluded in all other cases.

3. Claims of the Purchaser due to defects shall become statute barred upon the expiry of a period of 12 months from the date of the transfer of risk, other claims after 12 months from the commencement of the statutory period of limitation. Contrary to point 1 of this Section VII.3, in the case of our liability due to the assumption of a warranty the warranty terms shall apply, and in the event of fraudulent concealment of a defect and claims for damages according to the German Pharmaceuticals Act and the German Product Liability Act, due to injury to life, limb or health and due to intentional or grossly negligent breaches of obligations the statutory limitation periods shall apply.

VIII. Confidentiality

The Purchaser undertakes to treat any special conditions agreed with it as well as all information that becomes available to it during the business relationship, which are marked as confidential or recognisable as our business or trade secrets due to other circumstances, as confidential and not make it accessible to third parties.

IX. Packaging

The disposal of our sales packaging, which is generated in Germany by the private consumer as defined by the German Packaging Ordinance (VerpackV), is guaranteed by our participation in a Dual System as defined by the VerpackV.

X. Place of jurisdiction and applicable law

1. The place of jurisdiction for all disputes resulting from or in connection with the contractual relationship shall be the competent court at our registered office. However, we are also entitled to bring an action at the registered office of the Purchaser.

2. The law of the Federal Republic of Germany shall apply whilst excluding the UN Convention on contracts for the International Sale of Goods (CISG) for the legal relationships in connection with this contract.

3. If individual provisions of this contract should be, or become, entirely or partially ineffective or null and void, this shall not affect the effectiveness of the remaining provisions of the contract. The ineffective or null and void provision shall be replaced by that legally effective ruling which comes as close as possible to achieving the economic purpose of the ineffective provision or null and void provisions. This shall also apply in cases of a loophole.