General business terms and conditions

for customers of Adler Pharma Produktion und Vertrieb GmbH

  1. Adler Pharma delivers goods and services from and within Austria exclusively based on the following general business terms and conditions, except in case of deviating agreements between Adler Pharma and the customer on a case-by-case basis.
  2. Any business terms and conditions of the customer are not accepted unless Adler Pharma expressly agrees to their application in writing on a case-by-case basis.
  3. A contract is concluded between the customer and Adler Pharma when the customer places an order and it is accepted by Adler Pharma. The customer places the order by filling out the online order form. Adler Pharma accepts the order by sending an automated confirmation to the customer by e-mail or implicitly by delivering the ordered goods.
  4. The order is effective when it is received by Adler Pharma. Orders can only be retracted until Adler Pharma actually takes note of them; a notice can be sent by e-mail immediately following the order.
  5. The customer bears the risk that orders submitted over the Internet may not arrive in full or at all, and also bears the corresponding burden of proof.
  1. Adler Pharma is not obliged to deliver as long as receivables remain outstanding from a previous legal transaction with a customer.
  2. Shipping the goods on the delivery date is sufficient to meet binding agreed delivery dates. Adler Pharma has the right to make partial deliveries.
  3. Exceeding delivery dates by up to 10 days shall be accepted by the customer with no claims for damages or right of withdrawal.
  4. Adler Pharma’s offers are subject to change without notice. They only become binding when Adler Pharma sends a written order confirmation according to no. 1.3 or upon delivery. Unless otherwise agreed in writing, DAP (Delivered At Place) according to ICC INCOTERMS in the respective current version applies for delivery.
  5. Adler Pharma only delivers proprietary medicinal products to authorised persons according to Section 57 of the Medicinal Products Act (AMG). By ordering medicinal products, the customer declares that they are authorised to do so according to the AMG and fully meet all resulting obligations regarding the documentation of storage and delivery according to the applicable laws, in particular Section 22 of the Regulation on Operating Instructions for Medicinal Products (AMBO) and Section 8 of the Regulation on the Operation of Pharmacies (ABO). Adler Pharma reserves the right to review information and/or to refuse orders. On request by Adler Pharma, the customer shall promptly provide written proof of the authorisation to purchase, including copies of the corresponding documentation.
  1. The customer shall inspect the goods immediately upon receipt and report apparent defects to Adler Pharma in writing no later than within five days; otherwise, the respective delivered goods are deemed to be accepted. If Adler Pharma determines that goods for which the customer has submitted a complaint are defective, the replacement delivery of goods free of defects is only made step by step in exchange for the return of the defective goods.
  2. Only defects that cannot be discovered within the term according to no. 3.1, notwithstanding careful inspection, are exempt from the customer’s obligation to notify. In case of such defects, the goods are deemed to be accepted unless a written notice with an exact description of the defect is submitted to Adler Pharma, promptly after the defect is discovered but no later than within 60 days after the goods reach the agreed destination.
  3. In case of acceptance according to no. 3.1 and no. 3.2, the right to avoidance on account of mistake and asserting warranty claims or claims for damages due to defects are excluded. The notice of defects must be verifiably received by Adler Pharma.
  4.  On request of Adler Pharma, the customer shall submit samples of the defective goods or corresponding proof of defectiveness to Adler Pharma at their own expense.
  5.  When a defect is noted by the customer, the customer may no longer dispose of the goods, in particular through resale or possible (further) processing or modification, without the express written consent of Adler Pharma; otherwise, all claims expire.
  6. Defective goods may only be returned on request or with the prior written consent of Adler Pharma. Accepting the return does not constitute recognition of the asserted defects.
  7. Unless otherwise agreed, submitting a notice of defects does not relieve the customer of their payment obligation.
  1. Subject to other rights of the customer according to no. 3, the following rules apply for the return of goods that were exclusively invoiced directly by Adler Pharma:
    Return provisions, AT:
  • 100% credit: For marketable goods (with no third-party labelling) up to 1 year before the expiry date
  • 50% credit: For goods less than 1 year before the expiry date and goods that are no longer marketable
  • 100% credit or exchange for the Adler Ortho Active series up to the expiry date

Returns of expired goods and books are no longer accepted

Return provisions, DE:

  • 100% credit: For marketable goods (with no third-party labelling) up to 1 year before the expiry date
  • 50% credit: For goods up to 6 months before the expiry date
  • 100% credit or exchange for the Adler Ortho Active series up to the expiry date

Returns of goods less than 6 months from the expiry date, expired goods, books and special order goods are no longer accepted

  1. The customer has to notify Adler Pharma of the return of proprietary medicinal products. This notice must be submitted to with an attached scan of the return delivery note (in particular stating the article, quantity, lot, expiry date and reason for the return).
  2. Adler Pharma assumes no liability for the return of goods outside these provisions. In particular, Adler Pharma reserves the right to refuse returns or to destroy the goods with no replacement.
  1. Adler Pharma warrants that the delivered goods comply with Austrian and EU medicinal product regulations and exhibit all generally presumed characteristics.
  2. In case of a proper and justified notice of defects, Adler Pharma reserves the right to grant a reasonable discount, perform the rectification of defects or make a replacement delivery, or to accept the return of the defective goods in exchange for the reimbursement of the purchase price. The burden of proof that the goods were already defective at the time of transfer rests with the customer during the entire warranty term.
  3. All claims for damages by the customer against Adler Pharma are limited to the invoice value of the defective goods. In any case, Adler Pharma’s liability is limited to cases of gross negligence or intent for which Adler Pharma is responsible or at fault. In no case is Adler Pharma liable for lost profit, indirect damage or consequential harm caused by a defect. Liability according to the applicable laws applies in case of the loss of life, physical injury or the impairment of health for which Adler Pharma is responsible or at fault and within the scope of product liability law.
  4. The limitation period for claims for damages is one year regardless of the cause in law. This does not apply in case of intent or gross negligence on the part of Adler Pharma, or in case of the loss of life, physical injury or the impairment of health for which Adler Pharma is at fault. The limitation period begins upon delivery of the goods. Otherwise, the applicable legal provisions regarding the start of the limitation period, suspension and the restart of periods remain unaffected.
  5. The customer shall impose this limitation of Adler Pharma’s liability on its sales partners, if any, ensuring that the limitation of liability is effective down to the customer’s last sales partner.
  1. Adler Pharma retains title to the delivered goods until the purchase price is paid in full, including all incidental costs and all previous, outstanding receivables from the business relationship. Asserting the retention of title only constitutes withdrawal from the contract if this is expressly declared.
  2. The customer does not have the right to pledge the goods delivered subject to retention of title or transfer them by way of security. In case of execution by the courts, seizure or other orders or third-party interventions related to said goods, the customer shall promptly inform Adler Pharma and assist Adler Pharma with protecting its rights, and reimburse Adler Pharma for all associated costs that are incurred, in particular those related to an appeal process.

The customer shall promptly report to Adler Pharma any of the following noted in regard to medicinal products in the course of business operations:

  • Suspected side effects
  • Use other than prescribed
  • Absence of the expected effect
  • Frequently observed improper use or severe abuse
  • Quality defects
  1. Customer data received by Adler Pharma with the placement of an order, conclusion of a purchase contract and their processing are collected, stored and processed by Adler Pharma in accordance with the applicable legal provisions (in particular the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Data Protection Act (DSG), Federal Law Gazette 1999 I/165, idjgF). For details, please see Adler Pharma’s data protection notice available under the following link:
  2. Insofar as the customer has employees whose personal data is provided or becomes known to Adler Pharma in the course of contract fulfilment, the customer shall inform the employees in question accordingly and provide them with Adler Pharma’s current data protection notice.
  3. Adler Pharma also shares data with service providers engaged by Adler Pharma for order processing. These service providers may also send information about Adler Pharma’s products to the customer on behalf of Adler Pharma (by mail, fax or e-mail). If the customer does not wish to receive this information, they may object to the sending of the information and the corresponding use of their data.
  4. Adler Pharma warrants that the customer’s personal data are not otherwise provided to third parties, unless Adler Pharma is obliged to do so by law or with the customer’s express prior consent
  1. The laws of Austria apply subject to the exclusion of possible referral provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (Federal Law Gazette 1988/96) is expressly excluded.
  2. The jurisdiction is the registered office of Adler Pharma in Zell am See, Austria. However, Adler Pharma has the right to choose a different jurisdiction, such as the location of the customer.

These general business terms and conditions take effect on 1 November 2021. They also apply to new, future business relationships unless they are replaced by new general business terms and conditions.


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