Terms & conditions
General Terms and Conditions of Sale (GTC) of ROOBS GmbH
Preamble
These General Terms and Conditions (GTC) form the exclusive basis for all deliveries, services, consulting, logistics
services, international transactions, and other business relationships of ROOBS GmbH, Fritz-Hecker-Straße 59, 50968
Cologne, Germany. All business relationships with ROOBS are based exclusively on these GTC.
§ 1 General – Scope
(1) Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the customer
that conflict with or deviate from our terms and conditions of sale, unless we have expressly ag-reed to their validity in
writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without
reservation, despite being aware of terms and conditions of the customer that conflict with or deviate from our terms
and conditions of sale.
(2) Products that are subject to the provisions of the Medical Cannabis Act (MedCanG), the German Medici-nes Act
(AMG), or GMP/GDP requirements may only be sold to authorized professionals, in particular pharmacies, wholesalers,
hospitals, and other verifiably authorized institutions. The customer is obliged to prove their eligibility upon request by
providing suitable documentation.
(3) ROOBS has the following official permits and notifications:
Wholesale permit in accordance with Section 52a AMG
MedCanG permit in accordance with Section 4 MedCanG
Manufacturing permit in accordance with Section 13 AMG
Import permit in accordance with Section 72 AMG
Notification as a pharmaceutical company in accordance with Section 67 AMG
(4) These General Terms and Conditions also apply to international transactions. The customer is obliged to comply
with all import, export, and customs regulations, in particular those of the country of destination or recipient, and to
obtain all necessary permits, registrations, and approvals at their own expense.
(5) Our terms and conditions of sale apply only to entrepreneurs within the meaning of Section 310 (1) BGB.
§ 2 Offer & Confidentiality
(1) If the customer’s order qualifies as an offer in accordance with § 145 BGB, we may accept it within two weeks.
Unless another binding period is expressly stated in our written offers, they are binding for a period of 14 days from the
date of issue.
(2) We reserve ownership rights and copyrights to all illustrations, drawings, calculations, and other documents, in
particular technical documentation, GMP- and GDP-relevant data, manufacturing and quality information, and
product- or process-specific documents. This also applies if such documents are made available to the customer in
electronic form.
(3) All documents and information marked as “confifidential” or which are obviously confifidential by their natu-re may
not be passed on to third parties, reproduced or disclosed in any other way without our express prior written consent.
The customer is obliged to take appropriate technical and organizational protective measures to prevent unauthorized
use or disclosure.
§ 3 Terms of payment
(1) Unless otherwise stated in the order confifirmation, our prices are “ex works” (EXW in accordance with the
applicable Incoterms), excluding packaging. Packaging will be invoiced separately. All shipments are in-sured on a
mandatory basis; the costs of transport insurance and other insurance costs shall be borne by the customer.
(2) Statutory value added tax is not included in our prices; it will be shown separately at the statutory rate on the date
of invoicing.
(3) The deduction of discounts is only permissible if it has been expressly agreed in writing.
(4) Unless otherwise stated in the order confifirmation, the purchase price is due for payment net (without de-duction)
within 30 days of the invoice date. The statutory provisions regarding the consequences of default in payment apply. In
the event of late payment, default interest of 9 percentage points above the respective base interest rate pursuant to
Section 288 (2) of the German Civil Code (BGB) shall be charged, provided that the transaction is a commercial
transaction between entrepreneurs.
(5) The customer shall only be entitled to set-off rights if their counterclaims have been legally established, are
undisputed, or have been recognized by us in writing. The customer is only entitled to exercise a right of retention if
their counterclaim is based on the same contractual relationship.
(6) ROOBS is entitled to assign claims against the customer to third parties, in particular within the framework of a
sale of claims or factoring.
(7) In the case of international transactions, the customer shall bear all foreign fees, customs duties, import sales
taxes, taxes, bank and transaction costs, and other incidental costs associated with import or ex-port. ROOBS is
entitled to invoice these costs separately or to demand advance payments or securities.
§ 4 Delivery Terms
(1) The start of the delivery period specified by us is subject to the complete clarification of all technical and
regulatory issues. This includes, in particular, official approvals, customs clearances, and product- or im-port-related
documentation requirements, insofar as these are necessary for the execution of the contract.
(2) Compliance with our delivery obligations also requires the timely and proper fulfifillment of all obligations of
cooperation on the part of the customer. Delays arising from official inspections, customs processes, security checks,
the granting or delay of approvals, or comparable circumstances for which we are not responsible do not constitute a
breach of duty on our part. The defense of non-performance of the contract remains unaffected.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled
to demand compensation for the damage incurred by us as a result, including any additional ex-penses (e.g., storage
costs, additional transport costs). Further legal claims or rights remain reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased
item shall pass to the customer at the point in time at which the customer is in default of ac-ceptance or payment.
(5) We shall be liable in accordance with the statutory provisions if the underlying purchase contract is a fifi-xed-date
transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Sec-tion 376 of the German
Commercial Code (HGB). The same shall apply if the customer is entitled to assert that its interest in the further
performance of the contract has ceased to exist as a result of a delay in de-livery for which we are responsible.
(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are
responsible is based on an intentional or grossly negligent breach of contract or on the culpable breach of an essential
contractual obligation; any fault on the part of our representatives or vicarious agents shall be attributed to us. In cases
of gross negligence and in the event of a breach of essential contractual obligati-ons, our liability for damages shall be
limited to the foreseeable, typically occurring damage.
(7) Events of force majeure shall release us from our performance and delivery obligations for the duration of their
impact and to the extent of their effects. Force majeure includes, in particular, natural disasters, epidemics, pandemics,
war, terrorist acts, riots, official interventions, embargoes, labor disputes (strikes and lockouts), operational disruptions
through no fault of our own, delivery bottlenecks at upstream supp-liers, failures of essential transport routes, or
comparable unforeseeable events beyond our control. We are obliged to inform the customer immediately of the
occurrence of such events.
(8) For international delivery transactions, the agreed Incoterms (e.g. EXW, FCA, DAP, DDP) in the version valid at the
time of conclusion of the contract shall apply.
§ 5 Transfer of risk and GDP
(1) Unless otherwise stated in the order confirmation, delivery is agreed “ex works” (EXW).
(2) Transport is carried out exclusively by offificially approved and qualifified GDP- or GMP-compliant freight for-warders
or logistics service providers. Depending on product requirements or regulatory requirements, shipping shall be
temperature-controlled in accordance with the applicable GDP specifications, in parti-cular in the temperature range
of 15–25 °C (“controlled room temperature”), unless otherwise specified in the contract or product specifications.
(3) Packaging, shipping, and transport insurance costs shall be borne by the customer, unless otherwise ag-reed in
writing. This applies regardless of whether the delivery is organized by us or carried out directly by a transport service
provider commissioned by the customer.
(4) Separate agreements or the relevant statutory provisions apply to the return, reuse, or disposal of packa-ging
material. If there is a take-back obligation under packaging law, this will be fulfilled.
(5) If the customer wishes to take out additional or more comprehensive transport insurance beyond the mandatory
standard insurance, this shall be taken out at the express request of the customer and at their expense.
§ 6 Liability for defects
(1) Claims for defects by the customer presuppose that they have duly fulfilled their obligations to inspect and give
notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) If the purchased item is defective, the customer is entitled, at their discretion, to subsequent perfor-mance in the
form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of defects or
replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance,
in particular transport, travel, labor, and material costs, insofar as these are not increased by the fact that the
purchased item has been taken to a location other than the place of performance.
(3) If the subsequent performance fails, the customer is entitled, at their discretion, to demand withdrawal or
reduction.
(4) We are liable in accordance with the statutory provisions if the customer asserts claims for damages ba-sed on
intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents.
Unless we are accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable,
typically occurring damage.
(5) Insofar as the customer is otherwise entitled to compensation for damages instead of performance due to a
negligent breach of duty, our liability shall be limited to compensation for foreseeable, typically occurring damages.
(6) Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liabili-ty under
the Product Liability Act.
(7) Unless otherwise specified above, liability is excluded.
(8) The limitation period for claims for defects is 24 months, calculated from the transfer of risk. This does not apply if
the purchased item is normally used for a building and has caused the defect.
(9) The limitation period in the case of delivery recourse pursuant to Sections 478, 479 of the German Civil Code (BGB)
remains unaffected; it is five years from delivery of the defective item.
(10) Recalls, measures ordered by authorities, quarantine orders, batch blocks, or other quality assurance measures
must be implemented by the customer without delay. The customer undertakes to fully support ROOBS in the
implementation of recalls, quarantine measures, batch tracing, information campaigns, and comparable regulatory
obligations, and to provide all relevant information without delay.
§ 7 Overall liability
(1) Any further liability for damages beyond that provided for in § 6 is excluded, regardless of the legal nature of the
claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of
duty, or tortious claims for compensation for property damage pursuant to § 823 BGB.
(2) The limitation pursuant to paragraph (1) shall also apply if the customer demands compensation for usel-ess
expenses instead of a claim for compensation for damage in lieu of performance.
(3) Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liabi-lity for
damages of our employees, workers, staff, representatives, and vicarious agents.
§ 8 Retention of title
(1) We retain title to the purchased item until all payments from the respective delivery contract have been received.
If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take
back the goods. Our taking back of the goods shall constitute a withdrawal from the contract. After taking back the
goods, we shall be entitled to sell them; the proceeds of the sale shall be offset against the customer’s liabilities, less
reasonable costs of sale. The customer hereby expressly agrees that, in such a case, we may gain access to the goods
and storage areas in question and under-takes to allow us access to the goods and to hand them over immediately
and without hindrance.
(2) The customer is obliged to treat the goods with care. In particular, they are obliged to insure them adequa-tely at
their own expense against fire, water, theft, and other damage at replacement value. If mainte-nance or inspection
work is necessary, the customer must have this carried out in good time and at their own expense.
(3) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing
so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is
unable to reimburse us for the judicial and extrajudicial costs of such legal action, the customer shall be liable for the
loss incurred by us.
(4) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. However,
the customer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) accruing to the
customer from the resale against its customers or third parties, irrespective of whe-ther the goods have been resold
without or after processing or combination. The customer remains autho-rized to collect these claims even after the
assignment; our authority to collect the claims ourselves remains unaffected by this. However, we undertake not to
collect the claims as long as the customer meets his payment obligations, is not in default of payment and, in
particular, no application for the ope-ning of insolvency or comparable proceedings has been filed or payments have
been suspended. If this is the case, we may demand that the customer informs us of the assigned claims and their
debtors, provi-des all information necessary for collection, hands over the relevant documents, and informs the
debtors of the assignment.
(5) The processing or transformation of the goods subject to retention of title by the customer shall always be carried
out on our behalf. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of
the new item in proportion to the value of the goods subject to retention of title (final in-voice amount including VAT)
to the other processed items at the time of processing. The same shall apply to the item created by processing as to
the goods delivered under retention of title.
(6) If the goods subject to retention of title are inseparably mixed or combined with other items not belon-ging to us,
we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (final
invoice amount including VAT) to the other mixed or combined items at the time of mixing or combination. If the
mixing or combining is carried out in such a way that the customer’s item is to be regarded as the main item, it is
agreed that the customer shall transfer proportional co-ownership to us. The customer shall hold the sole ownership
or co-ownership thus created in safekeeping for us.
(7) To secure our claims against the customer, the customer also assigns to us those claims against third par-ties that
accrue to the customer through the combination of the goods subject to retention of title with a piece of land or a
building.
(8) We undertake to release the securities to which we are entitled at the customer’s request insofar as the realizable
value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be
released is at our discretion.
§ 9 Services: Consulting, Logistics, Audits
(1) Pharmaceutical services provided by ROOBS include, in particular, the manufacture, wholesale, storage, and
logistics of pharmaceutical or medical products.
(2) Logistics services—including transport, storage, and temperature-controlled handling—are provided, whe-re
applicable, in accordance with the applicable GDP guidelines, including temperature control, docu-mentation,
qualification of transport routes, and compliance with regulatory requirements. Any deviations from this require an
express written agreement with ROOBS.
(3) Unless expressly agreed otherwise, consulting, logistics, auditing, brokerage, and all other services provi-ded by
ROOBS shall be invoiced at the agreed hourly rates, daily rates, or flat rates.
§ 10 Intellectual Property, Confidentiality
(1) All content, technologies, or materials developed, provided, or disclosed by ROOBS within the scope of the
business relationship, including but not limited to recipes, manufacturing processes, production and quality processes,
process descriptions, analytical methods, test specifications, technical specifications, software, databases,
documentation, reports, training materials, presentations, designs, layouts, creati-ve concepts, trademarks, graphic
representations, and all scientific or technical information, constitute the sole intellectual property and protected
know-how of ROOBS.
This applies regardless of whether such content is provided in physical, digital, oral, or any other form or made
available to the customer.
(2) The customer shall not receive any rights of use, license, processing, exploitation, publication, or protec-tion rights
to the intellectual property referred to in paragraph (1), unless these have been expressly gran-ted in writing and
separately by ROOBS.
Without such an express license, the following is prohibited in particular:
any form of reproduction, storage, disclosure, or other distribution,
use for the development or manufacture of own or third-party products,
disclosure to third parties,
any commercial exploitation, licensing, or retransfer,
editing, redesign, or further development of the content provided.
A license or right of use may only be granted by an express written declaration from ROOBS; im-plied, tacit, or verbal
licenses are excluded.
(3) The customer undertakes to maintain comprehensive, indefifinite confifidentiality with regard to all informa-tion
and trade secrets of ROOBS made available to them or disclosed to them in connection with the bu-siness
relationship.
The following, in particular, but not exclusively, are considered confidential:
technical, scientific, and product-related information,
commercial, organizational, and strategic information,
manufacturing processes, quality processes, and internal workflows,
market analyses, data, pricing, and calculations,
all information not publicly available within the meaning of the Trade Secrets Act (GeschGehG).
The disclosure of confidential information is only permitted if:
there is a mandatory legal obligation to do so, or
ROOBS has given its express prior written consent.
(4) The customer is obliged to take all technical and organizational measures necessary to prevent the un-authorized
access, use, disclosure, or distribution of confidential information.
This includes in particular:
Restricting access to persons who absolutely need the information (“need-to-know principle”),
Protection against unauthorized access through appropriate IT and data security measures,
Secure storage of physical documents,
Control and documentation of all internal and external recipients,
Immediate notification to ROOBS in the event of suspected unauthorized disclosure or data breaches.
(5) Upon termination of the cooperation or at the fifirst written request of ROOBS, the customer is obliged to
immediately surrender all confidential information—including copies, records, digital data, and reproduc-tions—or, if
requested by ROOBS, to destroy it in a verifiable manner.
Digital data must be deleted completely and irreversibly. There is no right of retention.
§ 11 Term of contract
(1) These General Terms and Conditions apply in their current version to all present and future deliveries, ser-vices,
and contractual relationships between ROOBS and the customer without the need for a new ex-press agreement. This
includes all services offered by ROOBS, including advisory and consulting services, logistics, warehousing and
transport services, pharmaceutical services such as manufacturing, wholesa-le, storage and logistics, marketing
services and marketing consulting, brokerage and brokerage consulting services, audit and compliance services, and
all other services described in § 9. Any deviating provisions require an express written agreement.
(2) ROOBS is entitled to terminate a contract without notice if the customer violates essential contractual
ob-ligations. This is particularly the case if the customer violates medical or pharmaceutical regulations such as the
MedCanG, the AMG, GMP, GDP, or GACP requirements, fails to comply with or improperly complies with official
requirements, provides incorrect or incomplete information regarding its authorization or li-cense status, or if there is
any other serious compliance violation. Similarly, violations of confidentiality or IP protection provisions, unauthorized
handling of confidential information or know-how belonging to ROOBS, jeopardizing regulatory requirements or
quality assurance standards, and any other circum-stances that make it unreasonable for ROOBS to continue the
contractual relationship shall justify termi-nation without notice. The exercise of the right of termination shall not
affect the assertion of further contractual or statutory claims, in particular claims for damages.
§ 12 Place of jurisdiction & applicable law
(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be
entitled to sue the customer at their place of residence.
(2) The law of the Federal Republic of Germany applies exclusively. The application of the United Nations Con-vention
on Contracts for the International Sale of Goods (CISG) is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance
Preamble
These General Terms and Conditions (GTC) form the exclusive basis for all deliveries, services, consulting, logistics
services, international transactions, and other business relationships of ROOBS GmbH, Fritz-Hecker-Straße 59, 50968
Cologne, Germany. All business relationships with ROOBS are based exclusively on these GTC.
§ 1 General – Scope
(1) Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the customer
that conflict with or deviate from our terms and conditions of sale, unless we have expressly ag-reed to their validity in
writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without
reservation, despite being aware of terms and conditions of the customer that conflict with or deviate from our terms
and conditions of sale.
(2) Products that are subject to the provisions of the Medical Cannabis Act (MedCanG), the German Medici-nes Act
(AMG), or GMP/GDP requirements may only be sold to authorized professionals, in particular pharmacies, wholesalers,
hospitals, and other verifiably authorized institutions. The customer is obliged to prove their eligibility upon request by
providing suitable documentation.
(3) ROOBS has the following official permits and notifications:
Wholesale permit in accordance with Section 52a AMG
MedCanG permit in accordance with Section 4 MedCanG
Manufacturing permit in accordance with Section 13 AMG
Import permit in accordance with Section 72 AMG
Notification as a pharmaceutical company in accordance with Section 67 AMG
(4) These General Terms and Conditions also apply to international transactions. The customer is obliged to comply
with all import, export, and customs regulations, in particular those of the country of destination or recipient, and to
obtain all necessary permits, registrations, and approvals at their own expense.
(5) Our terms and conditions of sale apply only to entrepreneurs within the meaning of Section 310 (1) BGB.
§ 2 Offer & Confidentiality
(1) If the customer’s order qualifies as an offer in accordance with § 145 BGB, we may accept it within two weeks.
Unless another binding period is expressly stated in our written offers, they are binding for a period of 14 days from the
date of issue.
(2) We reserve ownership rights and copyrights to all illustrations, drawings, calculations, and other documents, in
particular technical documentation, GMP- and GDP-relevant data, manufacturing and quality information, and
product- or process-specific documents. This also applies if such documents are made available to the customer in
electronic form.
(3) All documents and information marked as “confifidential” or which are obviously confifidential by their natu-re may
not be passed on to third parties, reproduced or disclosed in any other way without our express prior written consent.
The customer is obliged to take appropriate technical and organizational protective measures to prevent unauthorized
use or disclosure.
§ 3 Terms of payment
(1) Unless otherwise stated in the order confifirmation, our prices are “ex works” (EXW in accordance with the
applicable Incoterms), excluding packaging. Packaging will be invoiced separately. All shipments are in-sured on a
mandatory basis; the costs of transport insurance and other insurance costs shall be borne by the customer.
(2) Statutory value added tax is not included in our prices; it will be shown separately at the statutory rate on the date
of invoicing.
(3) The deduction of discounts is only permissible if it has been expressly agreed in writing.
(4) Unless otherwise stated in the order confifirmation, the purchase price is due for payment net (without de-duction)
within 30 days of the invoice date. The statutory provisions regarding the consequences of default in payment apply. In
the event of late payment, default interest of 9 percentage points above the respective base interest rate pursuant to
Section 288 (2) of the German Civil Code (BGB) shall be charged, provided that the transaction is a commercial
transaction between entrepreneurs.
(5) The customer shall only be entitled to set-off rights if their counterclaims have been legally established, are
undisputed, or have been recognized by us in writing. The customer is only entitled to exercise a right of retention if
their counterclaim is based on the same contractual relationship.
(6) ROOBS is entitled to assign claims against the customer to third parties, in particular within the framework of a
sale of claims or factoring.
(7) In the case of international transactions, the customer shall bear all foreign fees, customs duties, import sales
taxes, taxes, bank and transaction costs, and other incidental costs associated with import or ex-port. ROOBS is
entitled to invoice these costs separately or to demand advance payments or securities.
§ 4 Delivery Terms
(1) The start of the delivery period specified by us is subject to the complete clarification of all technical and
regulatory issues. This includes, in particular, official approvals, customs clearances, and product- or im-port-related
documentation requirements, insofar as these are necessary for the execution of the contract.
(2) Compliance with our delivery obligations also requires the timely and proper fulfifillment of all obligations of
cooperation on the part of the customer. Delays arising from official inspections, customs processes, security checks,
the granting or delay of approvals, or comparable circumstances for which we are not responsible do not constitute a
breach of duty on our part. The defense of non-performance of the contract remains unaffected.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled
to demand compensation for the damage incurred by us as a result, including any additional ex-penses (e.g., storage
costs, additional transport costs). Further legal claims or rights remain reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased
item shall pass to the customer at the point in time at which the customer is in default of ac-ceptance or payment.
(5) We shall be liable in accordance with the statutory provisions if the underlying purchase contract is a fifi-xed-date
transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Sec-tion 376 of the German
Commercial Code (HGB). The same shall apply if the customer is entitled to assert that its interest in the further
performance of the contract has ceased to exist as a result of a delay in de-livery for which we are responsible.
(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are
responsible is based on an intentional or grossly negligent breach of contract or on the culpable breach of an essential
contractual obligation; any fault on the part of our representatives or vicarious agents shall be attributed to us. In cases
of gross negligence and in the event of a breach of essential contractual obligati-ons, our liability for damages shall be
limited to the foreseeable, typically occurring damage.
(7) Events of force majeure shall release us from our performance and delivery obligations for the duration of their
impact and to the extent of their effects. Force majeure includes, in particular, natural disasters, epidemics, pandemics,
war, terrorist acts, riots, official interventions, embargoes, labor disputes (strikes and lockouts), operational disruptions
through no fault of our own, delivery bottlenecks at upstream supp-liers, failures of essential transport routes, or
comparable unforeseeable events beyond our control. We are obliged to inform the customer immediately of the
occurrence of such events.
(8) For international delivery transactions, the agreed Incoterms (e.g. EXW, FCA, DAP, DDP) in the version valid at the
time of conclusion of the contract shall apply.
§ 5 Transfer of risk and GDP
(1) Unless otherwise stated in the order confirmation, delivery is agreed “ex works” (EXW).
(2) Transport is carried out exclusively by offificially approved and qualifified GDP- or GMP-compliant freight for-warders
or logistics service providers. Depending on product requirements or regulatory requirements, shipping shall be
temperature-controlled in accordance with the applicable GDP specifications, in parti-cular in the temperature range
of 15–25 °C (“controlled room temperature”), unless otherwise specified in the contract or product specifications.
(3) Packaging, shipping, and transport insurance costs shall be borne by the customer, unless otherwise ag-reed in
writing. This applies regardless of whether the delivery is organized by us or carried out directly by a transport service
provider commissioned by the customer.
(4) Separate agreements or the relevant statutory provisions apply to the return, reuse, or disposal of packa-ging
material. If there is a take-back obligation under packaging law, this will be fulfilled.
(5) If the customer wishes to take out additional or more comprehensive transport insurance beyond the mandatory
standard insurance, this shall be taken out at the express request of the customer and at their expense.
§ 6 Liability for defects
(1) Claims for defects by the customer presuppose that they have duly fulfilled their obligations to inspect and give
notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) If the purchased item is defective, the customer is entitled, at their discretion, to subsequent perfor-mance in the
form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of defects or
replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance,
in particular transport, travel, labor, and material costs, insofar as these are not increased by the fact that the
purchased item has been taken to a location other than the place of performance.
(3) If the subsequent performance fails, the customer is entitled, at their discretion, to demand withdrawal or
reduction.
(4) We are liable in accordance with the statutory provisions if the customer asserts claims for damages ba-sed on
intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents.
Unless we are accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable,
typically occurring damage.
(5) Insofar as the customer is otherwise entitled to compensation for damages instead of performance due to a
negligent breach of duty, our liability shall be limited to compensation for foreseeable, typically occurring damages.
(6) Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liabili-ty under
the Product Liability Act.
(7) Unless otherwise specified above, liability is excluded.
(8) The limitation period for claims for defects is 24 months, calculated from the transfer of risk. This does not apply if
the purchased item is normally used for a building and has caused the defect.
(9) The limitation period in the case of delivery recourse pursuant to Sections 478, 479 of the German Civil Code (BGB)
remains unaffected; it is five years from delivery of the defective item.
(10) Recalls, measures ordered by authorities, quarantine orders, batch blocks, or other quality assurance measures
must be implemented by the customer without delay. The customer undertakes to fully support ROOBS in the
implementation of recalls, quarantine measures, batch tracing, information campaigns, and comparable regulatory
obligations, and to provide all relevant information without delay.
§ 7 Overall liability
(1) Any further liability for damages beyond that provided for in § 6 is excluded, regardless of the legal nature of the
claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of
duty, or tortious claims for compensation for property damage pursuant to § 823 BGB.
(2) The limitation pursuant to paragraph (1) shall also apply if the customer demands compensation for usel-ess
expenses instead of a claim for compensation for damage in lieu of performance.
(3) Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liabi-lity for
damages of our employees, workers, staff, representatives, and vicarious agents.
§ 8 Retention of title
(1) We retain title to the purchased item until all payments from the respective delivery contract have been received.
If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take
back the goods. Our taking back of the goods shall constitute a withdrawal from the contract. After taking back the
goods, we shall be entitled to sell them; the proceeds of the sale shall be offset against the customer’s liabilities, less
reasonable costs of sale. The customer hereby expressly agrees that, in such a case, we may gain access to the goods
and storage areas in question and under-takes to allow us access to the goods and to hand them over immediately
and without hindrance.
(2) The customer is obliged to treat the goods with care. In particular, they are obliged to insure them adequa-tely at
their own expense against fire, water, theft, and other damage at replacement value. If mainte-nance or inspection
work is necessary, the customer must have this carried out in good time and at their own expense.
(3) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing
so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is
unable to reimburse us for the judicial and extrajudicial costs of such legal action, the customer shall be liable for the
loss incurred by us.
(4) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. However,
the customer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) accruing to the
customer from the resale against its customers or third parties, irrespective of whe-ther the goods have been resold
without or after processing or combination. The customer remains autho-rized to collect these claims even after the
assignment; our authority to collect the claims ourselves remains unaffected by this. However, we undertake not to
collect the claims as long as the customer meets his payment obligations, is not in default of payment and, in
particular, no application for the ope-ning of insolvency or comparable proceedings has been filed or payments have
been suspended. If this is the case, we may demand that the customer informs us of the assigned claims and their
debtors, provi-des all information necessary for collection, hands over the relevant documents, and informs the
debtors of the assignment.
(5) The processing or transformation of the goods subject to retention of title by the customer shall always be carried
out on our behalf. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of
the new item in proportion to the value of the goods subject to retention of title (final in-voice amount including VAT)
to the other processed items at the time of processing. The same shall apply to the item created by processing as to
the goods delivered under retention of title.
(6) If the goods subject to retention of title are inseparably mixed or combined with other items not belon-ging to us,
we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (final
invoice amount including VAT) to the other mixed or combined items at the time of mixing or combination. If the
mixing or combining is carried out in such a way that the customer’s item is to be regarded as the main item, it is
agreed that the customer shall transfer proportional co-ownership to us. The customer shall hold the sole ownership
or co-ownership thus created in safekeeping for us.
(7) To secure our claims against the customer, the customer also assigns to us those claims against third par-ties that
accrue to the customer through the combination of the goods subject to retention of title with a piece of land or a
building.
(8) We undertake to release the securities to which we are entitled at the customer’s request insofar as the realizable
value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be
released is at our discretion.
§ 9 Services: Consulting, Logistics, Audits
(1) Pharmaceutical services provided by ROOBS include, in particular, the manufacture, wholesale, storage, and
logistics of pharmaceutical or medical products.
(2) Logistics services—including transport, storage, and temperature-controlled handling—are provided, whe-re
applicable, in accordance with the applicable GDP guidelines, including temperature control, docu-mentation,
qualification of transport routes, and compliance with regulatory requirements. Any deviations from this require an
express written agreement with ROOBS.
(3) Unless expressly agreed otherwise, consulting, logistics, auditing, brokerage, and all other services provi-ded by
ROOBS shall be invoiced at the agreed hourly rates, daily rates, or flat rates.
§ 10 Intellectual Property, Confidentiality
(1) All content, technologies, or materials developed, provided, or disclosed by ROOBS within the scope of the
business relationship, including but not limited to recipes, manufacturing processes, production and quality processes,
process descriptions, analytical methods, test specifications, technical specifications, software, databases,
documentation, reports, training materials, presentations, designs, layouts, creati-ve concepts, trademarks, graphic
representations, and all scientific or technical information, constitute the sole intellectual property and protected
know-how of ROOBS.
This applies regardless of whether such content is provided in physical, digital, oral, or any other form or made
available to the customer.
(2) The customer shall not receive any rights of use, license, processing, exploitation, publication, or protec-tion rights
to the intellectual property referred to in paragraph (1), unless these have been expressly gran-ted in writing and
separately by ROOBS.
Without such an express license, the following is prohibited in particular:
any form of reproduction, storage, disclosure, or other distribution,
use for the development or manufacture of own or third-party products,
disclosure to third parties,
any commercial exploitation, licensing, or retransfer,
editing, redesign, or further development of the content provided.
A license or right of use may only be granted by an express written declaration from ROOBS; im-plied, tacit, or verbal
licenses are excluded.
(3) The customer undertakes to maintain comprehensive, indefifinite confifidentiality with regard to all informa-tion
and trade secrets of ROOBS made available to them or disclosed to them in connection with the bu-siness
relationship.
The following, in particular, but not exclusively, are considered confidential:
technical, scientific, and product-related information,
commercial, organizational, and strategic information,
manufacturing processes, quality processes, and internal workflows,
market analyses, data, pricing, and calculations,
all information not publicly available within the meaning of the Trade Secrets Act (GeschGehG).
The disclosure of confidential information is only permitted if:
there is a mandatory legal obligation to do so, or
ROOBS has given its express prior written consent.
(4) The customer is obliged to take all technical and organizational measures necessary to prevent the un-authorized
access, use, disclosure, or distribution of confidential information.
This includes in particular:
Restricting access to persons who absolutely need the information (“need-to-know principle”),
Protection against unauthorized access through appropriate IT and data security measures,
Secure storage of physical documents,
Control and documentation of all internal and external recipients,
Immediate notification to ROOBS in the event of suspected unauthorized disclosure or data breaches.
(5) Upon termination of the cooperation or at the fifirst written request of ROOBS, the customer is obliged to
immediately surrender all confidential information—including copies, records, digital data, and reproduc-tions—or, if
requested by ROOBS, to destroy it in a verifiable manner.
Digital data must be deleted completely and irreversibly. There is no right of retention.
§ 11 Term of contract
(1) These General Terms and Conditions apply in their current version to all present and future deliveries, ser-vices,
and contractual relationships between ROOBS and the customer without the need for a new ex-press agreement. This
includes all services offered by ROOBS, including advisory and consulting services, logistics, warehousing and
transport services, pharmaceutical services such as manufacturing, wholesa-le, storage and logistics, marketing
services and marketing consulting, brokerage and brokerage consulting services, audit and compliance services, and
all other services described in § 9. Any deviating provisions require an express written agreement.
(2) ROOBS is entitled to terminate a contract without notice if the customer violates essential contractual
ob-ligations. This is particularly the case if the customer violates medical or pharmaceutical regulations such as the
MedCanG, the AMG, GMP, GDP, or GACP requirements, fails to comply with or improperly complies with official
requirements, provides incorrect or incomplete information regarding its authorization or li-cense status, or if there is
any other serious compliance violation. Similarly, violations of confidentiality or IP protection provisions, unauthorized
handling of confidential information or know-how belonging to ROOBS, jeopardizing regulatory requirements or
quality assurance standards, and any other circum-stances that make it unreasonable for ROOBS to continue the
contractual relationship shall justify termi-nation without notice. The exercise of the right of termination shall not
affect the assertion of further contractual or statutory claims, in particular claims for damages.
§ 12 Place of jurisdiction & applicable law
(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be
entitled to sue the customer at their place of residence.
(2) The law of the Federal Republic of Germany applies exclusively. The application of the United Nations Con-vention
on Contracts for the International Sale of Goods (CISG) is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance
