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Terms and Conditions of Delivery and Business

General Terms and Conditions of Delivery and Business

ExtractumPharma Zrt. accepts orders for the products manufactured and distributed by the company and delivery for its Customers with the following terms and conditions:

1. General

ExtractumPharma Zrt. sells registered medicinal products only for pharmaceutical wholesalers and hospitals, institutions that have permit/official authorization for purchasing such products directly from the manufacturer.

These General Terms and Conditions of Delivery and Business includes all terms and conditions of sales and delivery applied during the sales of medicinal products by ExtractumPharma Zrt. (hereinafter: EP) and can be changed after written agreement by both parties.

These General Terms and Conditions of Delivery and Business apply in the territory of the Republic of Hungary.

2. Product Portfolio

Products marketed by EP that are included in the current itemized quotation.

3. Offers, orders

Customer sends the orders to EP in writing (electronic, fax or letter form) and EP delivers the order in accordance with the requested deadline. Customer\'s orders become obligatory to EP after written confirmation by EP (including invoice or delivery note).

Customer purchases the goods on its own behalf and sells the goods in wholesale/retail market on its own behalf and with its own invoice. However, the Customer is not entitled to re-pack or in any way alter the purchased goods.

If EP cannot deliver the Customer’s order, it should notify the Customer in writing after the first knowledge.

4. Sales prices

During sales transactions the production prices effective at the time of sales (delivery from the depot), approved in accordance with the applicable law and published in the Magyar Közlöny (Hungarian Bulletin) will always be counted considering the value added tax specified by the law.

The applicable effective net production prices (excluding VAT) are included in the product/price list.

5. Terms of Payment

Customer accepts the products reported as completion by EP by the company seal and signature as well as the date of acceptance on the delivery note issued by EP. EP issues the invoice based on the delivery note and then it mails the invoice to the Customer. If not otherwise agreed the term of payment is 8 calendar days.

In case of default payment ExtractumPharma Zrt. has the right to encumber the amount of twice the central bank\'s actual prime rate to the Customer. In case of default payment EP has the right to cancel the continued delivery and the debts arising from the contractual relationship become due immediately.

All payments, advance payments or preliminary payments should be made with Value Added Tax. Payments are considered to be completed when the amount is available on the bank account of EP. Customer’s right to withhold is excluded. Customer can only charge non-disputed or legally binding claims.

6. Transportation / delivery

EP delivers the preliminary orders for the subject month until 10th of the subject month. It delivers the supplementary orders until the requested deadline but not later than 7 working days from the date of order. Day of delivery is considered to be the day when the goods leave the depot of EP.

The site of delivery and transportation – if not otherwise agreed by the Parties – is the Kunfehértó site of EP (between 8.00 and 14.00 on working days).

In case of default payment EP has the right to suspend or reject deliveries or modify the terms of payment.

7. Ownership rights

EP keeps its ownership to the goods until payment of the full purchase price of goods and the potential interests but it devolves the risk of damage to the Customer. The goods not fully paid should not be hypothecated and cannot serve as gratification of a third party in a bankruptcy proceeding. If the Customer does not fulfil its obligation to the supplier, the supplier has the right to reclaim the goods delivered to the Customer.

EP has the right to reclaim the goods delivered with reservation of ownership right from the Customer without setting a supplementary deadline or termination of the contract if Customer delays in payment of its obligations to EP. Reclaim of goods delivered with reservation of ownership right also constitutes termination of the contract if EP makes a written statement on this. Until Customer fulfils its obligations to EP, it is entitled to have disposal of the goods delivered with reservation of ownership right within the normal way of business. However, Customer is not entitled to hypothecate such goods, assignment of security property or other hypothecations.

8. Quality

Products are delivered in quality complying with the applicable Summaries of Product Characteristics and have the required marketing authorization. In addition to the delivery notes the products delivered to the Customer are always associated with a valid Certificate of Quality.

9. Reporting of warranty claims (complaint)

Customer is obliged to accept the goods item by item as per the delivery note. Customer certifies the complete acceptance of goods in accordance with the order by its signature and stamp.

EP considers the complaints on deficiency or damaged not visible upon acceptance only when these are reported immediately - within up to 8 calendar days from the acceptance of goods – in writing together with the documents, possible samples, packing lists and indication of invoice number, invoice date.

In case of hidden deficiencies the written complaint should be submitted immediately but no later than within 15 working days from the acceptance of the goods by the Customer. The legally required terms of limitation shall remain in effect. In case of a hidden deficiency Customer should prove that it is a hidden deficiency.

10. Returned goods

Customer’s complaint on the quality of EP product should be reported in writing immediately after observation. EP accepts returned goods only if it gave preliminary written approval and the site and mode of acceptance are agreed.

EP accepts returned good only and puts a sum to Customer\'s credit only when the deficiency of product or deficiencies in delivery of the order are caused by deficient delivery by EP. EP does not take liability to any damages arising from the inappropriate handling by the Customer or inappropriate transportation.

11. Trademarks

It is forbidden to offer or deliver substitute products instead of EP products referring to EP and associate - protected or unprotected – EP product names with the words “substitution”, “as substitute”, “instead of” or the names of substitute products in the price list and similar business documents. Furthermore, it is not allowed to use the names of EP products, particularly its trademarks, on forms and advertising materials without the preliminary approval of EP (ingredient - as a data as well).

12. Resale

EP products in original package may only by resold unopened. Prior resale of EP products to a foreign country preliminary written approval of EP is required.

13. Transfer of ownership and risk

Risk is transferred to the Customer by acceptance of goods. However, the ownership right is transferred to the Customer only when the full amount of the price of the goods is credited on EP account.

14. Force major and factors interfering with the contract

All force major, unpredictable factory, traffic or delivery disturbances, fire damages, flood, etc. and regulatory orders that are not imputable to the party obliged to perform the duty acquits ExtractumPharma Zrt. from the delivery obligation.

15. Competent court, validity clause

If any provisions of this General Terms and Conditions of Delivery become invalid in part or as a whole, this shall not affect the validity of the other parts of the contract. The invalid provision should be interpreted to achieve the desired economic objective – if possible.

In issues not regulated by this contract, provisions of the Civil Code should be applied. In disputed issues Parties accept the competency of the Central District Court.

We accept the provisions of Terms and Conditions of Business and consider the content as obligatory for ourselves.

ExtractumPharma zRt.