C-pharm d.o.o.
1. Terms and definitions
1.1. C-pharm Ltd. is a limited liability company specialized in production of in vitro diagnostic (IVD) Products, having its registered seat in Gospodarska zona 15, 32 000 Vukovar, Republic of Croatia, registered in the court registry of the Commercial Court in Osijek under the company registration number: 030085669, personal identification number: 38466254572, VAT identification number: HR38466254572, authorized to produce ready-to-use culture media.
1.2. “Product” means any medicinal product authorized in the territory of the European Union as a culture media and produced by C-pharm. Product is intended solely for in vitro diagnostics and shall not be used for any other purpose, especially not as food, medicine, cosmetics, on humans or animals or for any similar purpose. Product is not food, medicine or cosmetics.
1.3. “Customer” means any natural or legal person with whom C-pharm concludes sales contract and/or distribution contract, as well as persons at whose request or on whose behalf Products are sold and/or distributed. The term “Customer” in these General Terms and Conditions has the same meaning as the term “distributor”, regardless of whether it is used in singular or plural form.
1.4. “Contract” means any sales contract, exclusive and/or non-exclusive distribution contract, as well as any other contract, which C-pharm concludes with Customer with the purpose of further sale and/or distribution of Products.
1.5. “In writing/written” means any communication between C-pharm and Customer received or sent by post at the address or from the address of the registered seat of C-pharm d.o.o., Gospodarska zona 15, 32000 Vukovar, Republic of Croatia, received or sent by post at the address or from the address of the registered seat of Customer, or received or sent via official e-mail address of C-pharm: info@c-pharm.hr or official e-mail address of the responsible person in C-pharm, received or sent via official e-mail address of Customer or the responsible person of Customer.
1.6. Deadlines in these General Terms and Conditions shall be calculated according to the official time and date in the Republic of Croatia.
1.7. Whenever words denoting gender are used in these General Terms and Conditions, they are intended to apply equally to either gender.
2. Subject and scope of application
2.1. These General Terms and Conditions govern the relations between C-pharm and Customer.
2.2. Provisions of these General Terms and Conditions form an integral part of Contract, and it is considered that by concluding the Contract, Customer has expressly accepted that these General Terms and Conditions apply to all future business cooperation, orders and Contracts concluded between C-pharm and Customer.
2.3. In case of discrepancy between terms of these General Terms and Conditions and terms of Contract, the latter shall prevail.
2.4. Where there are general terms and conditions of Customer, they shall not bind C-pharm, unless otherwise stated in Contract. It is considered that by concluding the Contract, Customer has accepted that in case of discrepancy between provisions of these General Terms and Conditions and provisions of general terms and conditions of Customer, provisions of these General Terms and Conditions apply to contractual relationship between C-pharm and Customer.
2.5. C-pharm is entitled to amend these General Terms and Conditions at any time. In case of amendments to the General Terms and Conditions, Customer will be notified thereof in writing, and is obliged to inform C-pharm in writing within 5 (five) days of delivery of such notice and amended General Terms and Conditions whether agrees that amended General Terms and Conditions apply to the existing Contract between C-pharm and Customer. If Customer does not inform C-pharm within 5 (five) days of delivery of such notice, it shall be considered that it has accepted the amended General Terms and Conditions.
2.6. If C-pharm and Customer fail to agree on the application of the amended General Terms and Conditions, contractual relationship between C-pharm and Customer will continue to be governed by the General Terms and Conditions applicable at the time of the conclusion of Contract.
3. Conclusion of Contract
Negotiations, offer, order
3.1. Negotiations that precede conclusion of Contract between C-pharm and Customer, as well as sending inquiries about assortment and prices of Products, are not binding for any party to the Contract. However, the party that negotiated without the true intention to conclude the Contract and ended the negotiations contrary to the principle of good faith, shall be liable for damages caused thereby to the other party.
3.2. Confidential information that Customer obtained during the negotiations, Customer shall not make available to any third-party or use them for it’s own interests, regardless of whether the Contract with C-pharm was subsequently concluded.
3.3. Information given in catalogs, price lists, tariffs and other notices and advertisements given in press, leaflets, on radio, television, by electronic means or in any other way are not binding for C-pharm, and those information and notices, as well as Customer’s inquiries regarding the Products and non-confirmed orders shall not be considered as an offer to conclude a Contract, but only as an invitation to make an offer under the given conditions, unless otherwise stated in such declarations of will.
3.4. If C-pharm, following an inquiry or order received from Customer, sends an offer to Customer, the offer shall bind C-pharm 15 (fifteen) days from date of sending the offer in writing or within the period specified in the offer. In that case, Contract is considered concluded at the moment when Customer sends C-pharm a written acceptance of the offer.
3.5. If Customer sends order to C-pharm, Contract is considered concluded at the moment when C-pharm in writing confirms Customer’s order.
3.6. Silence of C-pharm does not constitute acceptance of the order, i.e. Contract shall not be considered concluded, even when there is an established business relationship between C-pharm and Customer regarding certain Products, so it is necessary that C-pharm explicitly confirms each order in writing.
3.7. If C-pharm or Customer, after the confirmed order or accepted offer leave some of the subsidiary points to be determined later, Contract is considered concluded, and subsidiary points shall be determined later in writing. Withdrawal and modification of order and offer
3.8. If one party proposes to withdraw or modify a confirmed order or an accepted offer, it is considered that the order that was initially confirmed or the offer that was initially accepted is still in force, until the other party agrees in writing to withdrawal or modification of order or offer.
3.9. Modifications to a confirmed order or an accepted offer are considered a new order or offer and the prices and conditions applicable to the order that was initially confirmed or the offer that was initially accepted are no longer applicable. In that case, prices of Products and terms of delivery shall be agreed subsequently.
3.10. Requests for delivery of a larger quantity than the quantity originally ordered are considered as a new inquiry to make an offer, and C-pharm is not obliged to deliver quantity that exceeds the quantity originally ordered at the price and conditions of the order that was initially confirmed or the offer that was initially accepted. In that case, price and terms shall be agreed subsequently and time of delivery of Products shall be extended depending on the quantity and type of added Products.
3.11. Customer is obliged to compensate any damages incurred to C-pharm due to modifications to a confirmed order or an accepted offer.
4. Shipment and Delivery
4.1. C-pharm reserves the right to determine the most appropriate shipping method, taking into account the need to preserve the quality and value of ordered Products.
4.2. Products may be shipped by a C-pharm delivery vehicle, courier service or in another suitable way.
4.3. If Customer wants a different shipping method or another mean of transportation to the one suggested by C-pharm, Customer shall bear costs of such delivery and is responsible for any defects and damages incurred from the moment when C-pharm hands over the Products for shipment.
4.4. Time of delivery of Products is determined for each delivery separately and depends on the shipping method, quantity of ordered Products and place of delivery.
4.5. C-pharm shall not be deemed responsible for a delay in delivery, if the delay occurred due to reasons caused by Customer or due to a Force majeure event.
5. Quality guarantee
5.1. C-pharm produces and sells ready-to-use culture media for in vitro diagnostics (IVD), and guarantees that Products’ quality complies with the CE-DECLARATION OF CONFORMITY, as well as that it holds all necessary approvals and permits of competent national and other authorities.
5.2. The aforementioned guarantees do not bind C-pharm if Products are not kept, stored or used in accordance with the instructions given in technical sheet, Quality Control Certificate, regulations and rules of the profession.
5.3. Guarantees not given in the CE-DECLARATION OF CONFORMITY and these General Terms and Conditions or individual Contracts do not bind C-pharm unless such guarantees are expressly given to the Customer in writing by C-pharm.
5.4. In order to preserve the quality of Products C-pharm undertakes to deliver Products in packaging that is suitable for transportation and meets the usual requirements for that type of Products and transportation in accordance with the regular market conditions, regulations and rules of the profession.
5.5. After Products are delivered to Customer, the Customer is responsible for storage of Products and their costs, and bears risk of quality reduction, damage or destruction of Products due to improper storage.
5.6. If C-pharm gives Customer free promotional samples of Products for testing purposes, the Customer is obliged to act in accordance with the instructions given in technical sheet, Quality Control Certificate, regulations and rules of the profession when storing and using such Products, the same way as he keeps, stores and uses original Products. Otherwise, C-pharm is not responsible for quality of Products in accordance with the aforementioned quality guarantees, and Customer is liable for damages incurred to C-pharm, including reputational damage.
6. Complaints and liability for Product defects
6.1. Customer is obliged to inspect Products immediately after receiving Products with all due skill, care and diligence.
6.2. If Customer deems Products have defects, it is obliged to send a written complaint to C-pharm regarding visible defects without delay and no later than 2 (two) hours after receiving Products.
6.3. After expiration of the aforementioned deadline, Customer is no more entitled to invoke it’s rights regarding Product defects.
6.4. The complaint shall contain a detailed description of Product defects, information on order specifying which Products from the order are deemed to have defects (number and date of the purchase order/offer, type and quantity of ordered Products), Products’ delivery time, LOT number, expiration date, and if necessary photos that prove Product defects.
6.5. Complaint is considered duly received at the moment when C-pharm sends the Customer a written confirmation of receipt of the complaint.
6.6. Customer is obliged at any time provide C-pharm with all relevant information necessary for examining validity and reasonability of complaint.
6.7. After receiving complaint, C-pharm shall reply to the Customer in writing within 8 (eight) days whether C-pharm considers itself responsible for Product defects reported in the complaint.
6.8. When C-pharm confirms it is responsible for Product defects reported in the complaint, it shall remedy the defects within 30 (thirty) days from the date of sending the written reply.
7. Third-Party Liability
7.1. If, as a result of the use of Products, and due to reasons related to Customer’s actions, damages incur to a third-party, Customer will be fully liable to remedy the third-party.
7.2. C-pharm shall not be deemed responsible for damages incurred to a third-party due to the actions or omissions of Customer, end users, persons appointed by Customer or persons for whom Customer is otherwise responsible.
8. Product prices and costs
8.1. Product prices are agreed for each individual delivery.
8.2. Product prices are stated in EUR without taxes, imposts, duties, fees, fines and deductions of any kind, packaging costs, costs of delivery, shipment and insurance costs, unless otherwise agreed.
8.3. Payment terms and deadlines are determined in each confirmed order, and if the payment deadline is not specified, the deadline of 90 (ninety) days from issuance of the invoice shall apply.
8.4. If, from confirmation of order or acceptance of offer to the issuance of invoice, there was increase in costs related to increase in freight charges, taxes, port and export duties or other fees, exchange rate fluctuations, and increase in prices of raw materials and energy, C-pharm reserves the right to charge the Customer increase in costs incurred from the moment of confirmation of order or acceptance of offer until to the issuance of invoice.
8.5. By Customer’s payment, the unpaid costs, interest and amount owed for earlier orders of Products shall be charged first, and only afterwards shall be charged costs, interest and amount of the latter order.
8.6. Complaints on invoices must be reported to C-pharm in writing without delay immediately after receipt, otherwise it will be considered that Customer agrees with the legal basis and amount of the invoice.
8.7. All levies concerning Products that must be paid to national and/or authorities of the territory where Products according to the Contract are being placed, are the responsibility of Customer.
9. Termination and cancellation of Contract
9.1. When reasons for termination of Contract prescribed by Contract or the Civil Obligations Act occur, C-pharm and Customer may terminate the Contract.
9.2. C-pharm reserves the right to unilaterally terminate the Contract with immediate effect by sending written notice of termination via registered mail with return receipt, in case when in the regular business of Customer such circumstances occur that may cause significant changes which would negatively affect Customer’s ability to fulfill its Contractual obligations. “Significant changes which affects Customer’s ability to fulfill its Contractual obligations” means: opening of insolvency proceedings (pre-bankruptcy or bankruptcy) or initiating liquidation proceedings, account preservation, loss of licenses and work permits, if Customer violates provisions on intellectual property or information confidentiality, if Customer participates in any type of corruptive behavior, financing of terrorism or child labor or any other behavior that could seriously threaten the business reputation of C-pharm, as well as other events that may have an adverse impact on Customer’s ability to fulfill its Contractual obligations. In that case, C-pharm is not liable for compensation of damages incurred to Customer due to termination of Contract on the ground of significant changes which affects Customer’s ability to fulfill its Contractual obligations, nor is C-pharm obliged to pay contractual penalties to Customer due to non-fulfillment, partial fulfillment or delay in fulfillment of its Contractual obligations.
9.3. Each party has the right to cancel the Contract by sending a written notice of cancellation via registered mail with return receipt to the other party in accordance with procedure and for reasons prescribed by the Contract.
9.4. In the event of termination or cancellation of Contract, C-pharm has the right to require payment of all delivered Products, of all ordered Products that were not delivered by the time of termination or cancellation of Contract, and of all other costs incurred to C-pharm due to termination or cancellation of Contract.
9.5. If damages incur to Customer due to termination or cancellation of Contract by C-pharm, Customer may claim compensation for pure material damage, while C-pharm’s responsibility for compensation of loss of profit, business losses, consequential damage, non-material damage etc. is excluded.
10. Force majeure
10.1. C-pharm shall not be deemed liable for non-fulfillment, partial fulfillment or delay in fulfillment of Contractual obligations that are result of any objectively unpredictable event outside the control of C-pharm (including but not limited to epidemics, fire, explosion, earthquake, floods and other natural disasters, actions of civil or military authorities, war, terrorism etc.) that may prevent or significantly aggravate C-pharm’s fulfillment of Contractual obligations (Force majeure).
10.2. During the duration of the event of Force majeure deadlines for fulfilling Contractual obligations are suspended.
10.3. C-pharm undertakes to make every effort in order to avoid or eliminate causes of Force majeure and to continue fulfilling Contractual obligations immediately after the termination of Force majeure event.
10.4. If C-pharm is prevented from fulfilling of its Contractual obligations due to the event of Force majeure continuously for the period of more than 90 (ninety) days, parties may unilaterally terminate the Contract with immediate effect by sending a written notice of termination via registered mail with return receipt, and they waive the right to claim compensation for damages caused by such termination of Contract.
11. Security Instruments
11.1. C-pharm has the right to require that Customer provides adequate Security Instrument to secure payment before delivery of Products.
11.2. If Customer does not provide Security Instrument in a timely manner, C-pharm reserves the right to unilaterally terminate the Contract in whole or in part with immediate effect by sending awritten notice of termination via registered mail with return receipt, and Customer bears responsibility to compensate C-pharm for damages thus incurred.
12. Inability to pay
12.1. If Customer does not fulfill or partially fulfills or is in a delay with fulfillment of Contractual obligations, or if insolvency or liquidation proceedings have been initiated against Customer, C-pharm reserves the right to unilaterally terminate the Contract with immediate effect by sending a written notice of termination via registered mail with return receipt or to stop fully or partially with fulfillment of its Contractual obligations, without requirement to further notify the Customer of non-fulfillment or delay in fulfillment of Contractual obligations and without any obligation to compensate Customer for damages.
12.2. In this case, all obligations of Customer towards C-pharm are due immediately and in full, and C-pharm reserves the right to require return of delivered and unpaid Products.
13. Duty of cooperation and notification
13.1. C-pharm and Customer are obliged to mutually exchange information in writing regarding all facts and circumstances relevant for fulfillment of Contractual obligations, and to inform each other of all amendments to regulations important for orderly and timely fulfillment of Contractual obligation.
13.2. Customer is obliged to communicate with competent authorities regarding the implementation of Contract in the territory where Products are used or placed in accordance with the Contract during the term of Contract and after the termination of Contract if they concern the term of Contract.
14. Confidential Information and Intellectual Property Rights
14.1. Any information related to C-pharm’s Intellectual Property Rights, technical data, trade secrets or know-how, clients and their employees, projects, plans, contracts, work sites, equipment, organizational and administrative part of business or any other information related in any way with C-pharm, which became known to Customer during negotiations, conclusion of Contract or during the term of Contract constitutes confidential information by means of these General Terms and Conditions. C-pharm’s Intellectual Property Rights means all rights, including future and potential rights, whether registered or unregistered, that include, but are not limited to: patents, copyrights, trademarks, designs, moral and property rights, models, appearance, trade names, company names and domain names.
14.2. During the negotiations or the term of Contract, but also indefinitely after its termination regardless of reason, Customer undertakes to keep confidential information and to not make them available to any third-party in any way except based on the prior written consent of C-pharm or when it is required by law or other regulation. If Customer violates provisions of these General Terms and Conditions on confidential information, it will bear responsibility for damages incurred to C-pharm as a result of non-compliance with provisions on confidential information.
14.3. Customer undertakes to respect C-pharm’s Intellectual Property Rights, which means that it will not use C-pharm’s trademark, marks, trade names or company names in any unauthorized way, attempt to register, manufacture or order someone to manufacture products using patents, inventions, copyrights or other (un)registered C-pharm’s Intellectual Property Rights. Customer, who was authorized to use any C-pharm’s Intellectual Property Right, is obliged to refrain from any action or omission that could result in real or potential damage or cause reputational damage to C-pharm. If Customer violates provisions of these General Terms and Conditions on Intellectual Property Rights, it will bear responsibility for damages incurred to C-pharm as a result of non-compliance with provisions on Intellectual Property Rights.
15. Protection of competition
15.1. C-pharm guarantees that it will comply with the rules on protection of competition, and that it will treat undertakings in relevant market in a fair manner and refrain from any agreements that could negatively affect market freedoms and that it will not enter into prohibited agreements with regard to determining the prices of Products or take other actions that represent a violation of rules on protection of competition.
16. Protection of personal data of customers and third parties
16.1. C-pharm is dedicated to protecting and respecting privacy of Customers and third parties.
16.2. Personal data collected from customers and third parties or submitted to C-pharm are processed in accordance with the rules on personal data protection published on the C-pharm’s official website: https://www.c-pharm.hr/zastita-osobnih-podataka/.
17. Ecology, social responsibility and corporate governance (so-called ESG standards)
17.1. C-pharm supports the so-called ESG model of corporate governance. With an effort to support ESG standards, C-pharm recognizes great importance of environmental sustainability, social responsibility and corporate governance in accordance with international standards, European Union standards and C-pharm’s policy on ESG corporate governance and reports thereof on C-pharm’s official website: https://www.c-pharm.hr.
18. Final Provisions
Transfer of rights and obligations
18.1. Customer may transfer Contractual rights to a third-party only with the express prior written consent of C-pharm. In case of transfer of Contractual rights without C-pharm’s written consent, C-pharm reserves the right to unilaterally terminate the Contract with immediate effect by sending a written notice of termination via registered mail with return receipt and without any obligation to compensate Customer or third-party for damages thus incurred.
Compliance with laws and regulations
18.2. C-pharm and Customer undertake to comply with all relevant laws and regulations in order to achieve the goal and purpose of the Contract, as well as to fulfill all their Contractual obligations in accordance with rules of the profession.
Invalidity of provisions
18.3. If any provision of these General Terms and Conditions is or becomes invalid, such provision shall not affect other provisions of these General Terms and Conditions.
Applicable law
18.4. These General Terms and Conditions, as well as all Contracts and business relationship between C-pharm and Customer shall be governed by Croatian laws and application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
Disputes resolution
18.5. In case parties cannot solve dispute amicably, all disputes arising from or in connection with the Contract, that cannot be solved amicably, shall be solved before the competent court in Osijek, unless C-pharm decides to initiate dispute before other competent court.
Language
18.6. The relevant and binding version of these General Terms and Conditions is the one in Croatian.
Transitional and final provisions
18.7. Provisions of these General Terms and Conditions, as well as all their amendments, will also apply to all previously concluded Contracts between C-pharm and Customer, provided that Customer gives its consent in writing within 5 (five) days from the day when C-pharm sends to Customer a written notification on entering into force of these General Terms and Conditions and their application to previously concluded Contracts. If Customer does not respond within 5 (five) days of receiving such notification, it is considered that Customer has accepted that these General Terms and Conditions apply to previously concluded Contracts.
18.8. If C-pharm and Customer fail to agree on the application of these General Terms and Conditions to previously concluded Contracts, contractual relationship between C-pharm and Customer will be governed by the provisions of previously concluded Contract.
Entry into force
18.9. These General Terms and Conditions, as well as all accompanying documentation and standard forms, are published on C-pharm’s official website: www.c-pharm.hr.
18.10. These General Terms and Conditions enters into force and becomes applicable from the day of publication.
In Vukovar, 24 April 2023
For C-pharm
Mario Bajto
Director