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General terms and conditions of business
Roja Pharmazie GmbH

§1 General

The following applies to all contracts concluded with Roja Pharmazie GmbH:

  1. These terms and conditions apply to all current and future business relationships. Conflicting agreements are only binding if we have expressly acknowledged them in writing. This also applies if we unconditionally perform the contractually agreed service despite being aware of conflicting or deviating agreements.
  2. Our terms and conditions apply only to businesses (hereinafter referred to as "customers"). Businesses are natural or legal persons with whom we enter into business relationships who act in the exercise of a commercial or independent professional activity.
  3. All agreements made between us and the customer for the purpose of executing this contract will be recorded in writing. Any ancillary agreements or additions must be made in writing.

§2 Conclusion of contract

  1. Offers of any kind are always subject to change unless they are expressly designated in writing as firm offers by Roja Pharmazie GmbH.
  2. All orders are only considered binding upon confirmation in writing or by delivery with an invoice. Agreements between the customer and Roja Pharmazie GmbH field staff are only legally binding upon written confirmation by Roja Pharmazie GmbH. For poisons and other substances subject to legal or regulatory requirements, the customer's order simultaneously constitutes a declaration that these substances will be used only for a permitted purpose as defined above.
  3. Our services generally include the deliveries of Roja Pharmazie GmbH

§3 Delivery conditions

  1. Shipping is at the customer's risk. Risk is transferred to the customer upon dispatch from the Roja Pharmazie GmbH warehouse. Any transport damage must be reported immediately. Roja Pharmazie GmbH reserves the right to choose the shipping method.
  2. Claims for damages due to delayed or non-delivery are only possible if the seller can be proven to have acted with intent or gross negligence. The seller reserves the right to withdraw from the contract due to unavailability of the service. In this case, the buyer will be informed immediately and the consideration paid by the contractual partner will be reimbursed without delay.

§4 Payment conditions

  1. All prices are generally quoted in euros plus applicable VAT, shipping and packaging costs.
  2. All payments are due within 14 days of receipt of the invoice without deductions, unless otherwise agreed in writing. If the customer fails to meet his payment obligations on time, we are entitled to charge interest on the debt at a rate of 7% above the base interest rate for the duration of the default. We are entitled to claim higher damages for the default.
  3. If, after the conclusion of the contract, we become aware of circumstances that limit our customer's creditworthiness or ability to pay, we are entitled to demand appropriate security, according to Section 321 of the German Civil Code (BGB). If the customer fails to comply with our request within two weeks, we are entitled to suspend the agreed services and withdraw from the contract.
  4. The customer shall bear the collection costs for bills of exchange, checks, discount charges and exchange taxes, etc.
  5. All claims of Roja Pharmazie GmbH may become due immediately if the payment terms are not met or if ROJA PHARMAZIE GMBH becomes aware of circumstances that result in a significant deterioration in the financial situation. Claims may also become due immediately if the business relationship is significantly restricted or terminated. Roja Pharmazie GmbH is then entitled to only make deliveries against advance payment or the provision of security and, after a reasonable grace period, to withdraw from the contract or demand compensation for non-performance.
  6. The customer only has the right to offset if his counterclaims have been legally established or recognized by us.

§5 Retention of title

  1. All goods delivered by us remain our property until full payment has been made. This also applies if the customer purchases the goods for the purpose of resale.  
  2. The customer is authorized to resell the reserved goods within the framework of the following provisions:
    – In the event of Roja Pharmazie GmbH's reserved goods being mixed or blended with other goods not belonging to Roja Pharmazie GmbH, Roja Pharmazie GmbH shall be entitled to a resulting co-ownership share in the blended items in proportion to the invoice value of the reserved goods delivered by Roja Pharmazie GmbH to that of the other goods at the time of mixing. In the event that the customer acquires sole ownership through mixing or blending, Roja Pharmazie GmbH and the customer agree that the customer hereby transfers co-ownership of all goods to Roja Pharmazie GmbH in proportion to the invoice value of the reserved goods to that of the other goods at the time of mixing or blending and shall store these goods free of charge for Roja Pharmazie GmbH. The goods that become the co-ownership of Roja Pharmazie GmbH shall be deemed to be reserved goods within the meaning of paragraph 1 and the following provisions.
    – The customer hereby assigns all claims arising from the resale of the reserved goods to Roja Pharmazie GmbH as security. In particular, the customer assigns all claims – including future claims – against health insurance funds and substitute insurance companies as well as billing centers from submitted prescriptions to Roja Pharmazie GmbH; in the case of the sale of mixed goods, the amount corresponds to Roja Pharmazie GmbH's co-ownership share. If the customer includes claims arising from the resale of reserved goods in an existing current account with its customers, a health insurance fund or substitute insurance company, or a billing center, the advance assignment also extends to the customer's balance and final balance claims.
  3. The customer is authorized to collect the claims from the resale within the scope of ordinary business operations. Roja Pharmazie GmbH's retention of title is conditional upon full payment of all claims of Roja Pharmazie GmbH arising from the business relationship, and ownership of the reserved goods automatically passes to the customer, and the claims assigned to Roja Pharmazie GmbH remain with the customer. Until this point in time, any assignment of claims from the resale of the reserved goods by the customer is inadmissible and void.
  4. Processing of reserved goods is carried out for Roja Pharmazie GmbH. If the customer processes the goods with third-party goods that do not belong to Roja Pharmazie GmbH, Roja Pharmazie GmbH becomes co-owner of the new goods in proportion to the invoice value of the Roja Pharmazie GmbH goods to the third-party processed goods.
  5. The customer's authority to mix, blend, process, and sell reserved goods, as well as to collect previously assigned claims, expires if the customer defaults on payment or financial collapse, or threatens to do so, and Roja Pharmazie GmbH revokes its consent to the mixing, blending, processing, sale, and collection due to the customer's breach of contract, which jeopardizes Roja Pharmazie GmbH's security interests. Upon expiration of the customer's authority to mix, blend, process, and sell, Roja Pharmazie GmbH is entitled to take stock of the customer's inventory, demand the return of the reserved goods, remove the reserved goods from the customer's or a third party's possession, and, for this purpose, enter the customer's or third party's premises. The return of the reserved goods shall not be deemed a withdrawal from the purchase contract unless Roja Pharmazie GmbH expressly declares its withdrawal in writing. Roja Pharmazie GmbH is entitled, without prejudice to the customer's payment obligations, to sell returned reserved goods at their net value for Roja Pharmazie GmbH, offsetting them against the claim, after Roja Pharmazie GmbH has previously warned the customer of this and set a reasonable deadline for payment. The costs of sale shall be borne by the customer. As soon as the customer's authority to collect previously assigned claims expires, the customer must, at Roja Pharmazie GmbH's request, notify the debtors of the assigned claims of the assignment in writing. Roja Pharmazie GmbH is also entitled to disclose the assignment itself.
  6. The customer hereby assigns to Roja Pharmazie GmbH, as security, all claims to which he is now or in the future entitled from the sale or other utilization of his business (e.g., pharmacy), in the amount of the outstanding claims against him. This also applies to all future claims of Roja Pharmazie GmbH arising from the business relationship. In particular, the claim for payment of the purchase price, rent or lease payments, and other one-off or recurring payments for inventory, business equipment, customer base, intangible goodwill, anti-competition clauses, and consulting services are assigned. The customer also assigns to Roja Pharmazie GmbH claims for compensation from theft, burglary, fire, water damage, and building insurance relating to the pharmacy to the extent that Roja Pharmazie GmbH has claims against him at the time of the loss. These agreements remain in effect unchanged even if the customer opens or takes over another pharmacy. The claims and rights to which the customer is entitled in the future from these claims are hereby assigned to Roja Pharmazie GmbH to the extent outlined above.
  7. Roja Pharmazie GmbH must release the securities to which it is entitled at its discretion if their value exceeds all secured claims by more than 20%. The value calculation is based on the wholesale purchase price valid at the time of the release request. Otherwise, the security limit is calculated based on the respective market value. Any proceeds from the sale remain with the customer to the extent that they exceed Roja Pharmazie GmbH's claims.
  8. Roja Pharmazie GmbH hereby accepts the assignment of all claims listed above.

§6 Buyback and returns

The return or exchange of properly delivered goods is generally excluded. We do not accept unsolicited returns. However, you may offer to buy back goods delivered to you by us, provided that the requirements of Section 7b of the German Pharmaceutical Trade Ordinance (AMHandelsV) are met, in particular if
  1. You provide us with business documents such as delivery notes or invoices proving that you purchased the goods from us,
  2. You confirm in writing or electronically that the goods have been stored and handled properly and in accordance with GDP principles since delivery, and in particular that they have not left your area of ​​responsibility,
  3. The goods are in their original containers and in proper condition and  
  4. have a reasonable shelf life,
  5. no information is available from the pharmaceutical company or the competent authority regarding the lack of marketability,
  6. there are no other indications of a lack of marketability.  
The following are excluded from repurchase:
– Items with an expiration date whose remaining shelf life is shorter than the items in our warehouse
– Items that are no longer available
– Promised or reserved items
– Vaccines, sera and cold chain preparations
– Direct, transfer and third-party items
– Items with excess stock
 
Please submit your purchase offer to us in writing. Please send the goods only after we have accepted your purchase offer.
 
In the event of returned goods, we ask you to provide the following declaration: "I/we confirm that the goods listed below and returned herewith are marketable within the meaning of the German Medicines Act, have been properly stored and handled in accordance with GDP principles since delivery, and have not left my/our area of ​​responsibility" (date/stamp/signature).

§7 Warranty and notification of defects

  1. The goods must be inspected immediately upon receipt. Complaints about defects and incorrect or faulty deliveries must be submitted in writing immediately, at the latest within 3 working days of delivery, stating the relevant invoice number and enclosing the delivery note. Such deliveries, including packaging, must be returned immediately, but no later than 10 working days after delivery. Warranty claims are excluded in the event of late notification. Complaints about defects are:
    – Incorrect deliveries due to recording errors (A)
    – Deliveries deviating from the delivery note (L)
    – Packungbeschädigt (P).
  2. Goods without defects will not be taken back. In the event of a justified complaint, the customer is entitled to delivery of replacement goods in exchange for returning the defective goods. Further warranty claims are excluded, in particular claims for damages due to non-performance.
  3. Hidden defects must be reported immediately upon discovery. Shortages or transport damage must be reported to us by telephone immediately upon receipt of the goods and confirmed in writing. If the complaint is justified, we will repair the goods, replace the goods, or issue a credit note at our discretion. Subsequent claims resulting from incorrect deliveries, etc., are only possible in cases of intent or gross negligence on the part of the seller.  
  4. In principle, we are only liable for damages, especially those caused to persons or property through the use of products we distribute, in the event of intentional or grossly negligent conduct. Otherwise, liability is excluded.
  5. If payment for packaging, empties, or similar items is agreed upon, these materials must be paid with the goods invoice. Packaging will be credited if returned free of charge in good, usable condition within four weeks. For damaged or subsequently returned packaging or empties, only the value determined upon receipt can be reimbursed. No reimbursement will be made for packaging material not invoiced or not originating from Roja Pharmazie GmbH.
  6. Shipping containers owned by Roja Pharmazie GmbH (e.g., plastic tubs, special cardboard boxes, etc.) must be handled with care and returned immediately. Disposable packaging materials are not accepted.

§8 Limitation of liability

  1. Claims for damages against us arising from impossibility of performance, fault in the conclusion of the contract, and tortious acts are excluded unless there is intentional or grossly negligent conduct. This does not apply to injury to the life, body, or health of the customer, claims for breach of cardinal duties, and compensation for damages due to delay (Section 286 of the German Civil Code). In this respect, we are liable for any degree of fault.
  2. Liability for indirect and consequential damages is excluded unless the damage is typical and foreseeable. The aforementioned exclusion of liability also applies to breaches of duty by our vicarious agents.
  3. To the extent that liability for damages not resulting from injury to life, body or health of the client is not excluded for slight negligence, such claims shall become time-barred within one year from the date the claim arises or, in the case of claims for damages due to a defect, from the date of acceptance or acceptance of the service.

§9 Termination

  1. Contractual relationships concluded for the term stipulated in the contract cannot be terminated during this period.
  2. Both parties are entitled to terminate the contractual relationship without notice if there is good cause. The customer will be given a reasonable period of notice before excluding the contract, unless the violation is so serious that we cannot reasonably be expected to continue the contract.
  3. Notice of termination must be given in writing by post, fax or email.

§10 Data Protection

  1. We undertake to keep confidential any confidential facts or processes of the customer that become known to us within the scope of the contract. The customer must inform us which data or processes are to be considered confidential.
  2. The customer is hereby informed, in accordance with the German Federal Data Protection Act (BSDG), that his data will be processed in machine-readable form and for purposes arising from the contract. If personal contractual data is transmitted to third parties as part of the contract execution, we will ensure that this data is processed or used exclusively in accordance with the contract purpose. We process personal data provided to us in compliance with data protection regulations (Federal Data Protection Act (BDSG), Telecommunications Data Protection Ordinance (TDSV), and data protection provisions of the Telemedia Act (TMG).  
  3. By transmitting personal data to us, the customer agrees that we may store, process, and use this data to the extent necessary to execute the contract, and that we may transmit it to third parties for the purpose of fulfilling the contract. We ensure that this data is processed or used exclusively for the purpose of the contract.

§11 Final clause

  1. The laws of the Federal Republic of Germany apply. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.
  2. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is our registered office. The same applies if the customer does not have a general place of jurisdiction in Germany or if their place of residence or habitual abode is unknown at the time the lawsuit is filed.
  3. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision, in whole or in part, shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.  

Roja Pharmazie GmbH
Siemensstraße 40-41
12247 Berlin

© 2025 Roja Pharmazie GmbH. All rights reserved.