Terms & Conditions

Rev. A 01-01-2025
Stichting Orelia Pharma, Industrieweg 1T, 4661 VN Halsteren, Netherlands 

Paragraph 1. Applicability

1. These general conditions apply to services, sales of goods, deliveries and quotes by Stichting Orelia Pharma (hereafter: "ORELIA").They form an integral part of all contracts and legal relationships between ORELIA and third parties (hereafter: customers or clients) concerning sales of goods, deliveries and offers. Future sales of goods and deliveries to clients are also subject to these general conditions even if they do not form part of a separate contract.
2. The general conditions of a customer or a third party do not apply even if ORELIA has not explicitly ruled out their validity. Neither does ORELIA accept the general conditions of the customer if it refers, or has referred, to a letter or other document mentioning the general conditions of the customer.

Paragraph 2. Offer and Beginning of a Contract  

1. All offers made by ORELIA are without obligation. The acceptance of an offer by the customer is final.
2. The legal relationship between ORELIA and its clients will be based solely on a written contract or purchase contract referring to these general conditions. Oral consent or arrangements with staff members of ORELIA are not binding for ORELIA unless and insofar as they are confirmed by ORELIA in writing. Amendments or additions to written contracts, including these general conditions, will only be binding in writing and only if ORELIA has accepted them.

Paragraph 3. Prices and Payment  

1. The agreed prices are valid until the day of and including delivery. Unless otherwise agreed, these prices are net of the applicable value added tax. Prices are shown in euros and are quoted without shipping costs. For delivery to the customer's address according to Paragraph 4, Section 1, if situated within Germany, the Netherlands or Belgium, the shipping costs are charged separately. Outside these regions, delivery is Ex Works (Where goods are exported, the prices exclude any costs, taxes or other charges such as customs duties or other official charges.
2. Invoices are payable on the date the goods are received and are due for final payment within 14 days after receipt of the goods. From day 22,8% yearly interest and an additional fee of €30.00 for administrative expenses will be invoiced over the due payments If payment is made even later, ORELIA will be entitled to invoice further costs.
3. Settlement or withholding payment by clients will be permitted solely in the case of undisputed counter-claims or enforcement orders.
4. Payments will be considered to have been paid only if ORELIA has access to this payment.

Paragraph 4. Supply and Delivery, Transfer of Risk and Time of Delivery

1. Unless otherwise agreed, goods are delivered at the clients’ address (DAP: Delivery At Place). Product ownership of and -risk will transfer to the customer on delivery at the customer's given address. If delivery ExWorks is agreed, product-ownership and –risk will transfer to the customer when ORELIA hands over the goods to the freight forwarder or to any other third party nominated by the customer. If delivery is delayed for reasons outside ORELIA's influence or because the customer could not accept the goods (on time) in spite of being offered to the customer for acceptance, productownership and -risk will transfer to the customer on acknowledgment of receipt.
2. Unless a specific deadline has been agreed by ORELIA, the delivery times and deadlines given by and agreed with ORELIA are to be regarded as approximate, not binding. If these dates/deadlines are exceeded, ORELIA will not be obliged to pay compensation nor will the customer be entitled to neglect its contractual obligations or to postpone their execution.
3. In case goods cannot be delivered for reasons beyond ORELIA's control, ORELIA will be entitled to cancel the contract unilaterally. Only if a binding deadline has been agreed, the customer will be entitled to end the contract unilaterally. ORELIA will only be in default if it fails to deliver the goods after having received a default notice indicating a reasonable delivery period. Liability in case of delivery default will be reduced to 10% of the agreed price for those goods for which delivery has been delayed.

Paragraph 5. Reasonably Unforeseeable Events

1. Should ORELIA not be able to fulfil the contract due to force majeure, it will be entitled to suspend execution of the contract or terminate the contract at its own discretion provided the contract cannot be executed within eight (8) weeks due to reasonably unforeseeable events. In case of force majeure, the customer will not be entitled to compensation, reimbursement, or interest.
2. As force majeure shall be considered events such as fire, flood, accident, illness of staff members, interruption to operations, traffic problems, product or transport problems and goods or services not supplied on time by third parties appointed by ORELIA.
3. If due to force majeure ORELIA has already executed part of its contractual obligations or can only fulfil part of his obligations, it will be entitled to invoice the already-delivered goods and those goods available but not yet delivered. The customer will be obliged to pay this invoice without withholding payment or settlement as though it were a separate contract.

Paragraph 6. Claims, Liability and Availability

1. Claims resulting from a product defect due to incorrect handling by ORELIA are to be submitted no later than 12 months after delivery of the respective product.
2. The customer will check carefully (personally or by another party) whether the goods are undamaged and if they were delivered as ordered. The customer will also be required to give written notice to ORELIA within seven (7) working days of any deviations from or damage to the goods, attaching the packing slip. If the customer misses the deadline for compensation it will have no further claims against ORELIA.
3. The goods on which the claim is based may be returned to ORELIA only if ORELIA has requested so or has given its written consent. If the customer complaint is justified, the costs of returning the goods will be paid by ORELIA. If a customer complaint is justified, ORELIA will only be obliged to supply a substitute product or to credit the purchase price. The customer has the sole right to terminate the contract only if ORELIA cannot supply a substitute product or if such a product cannot be supplied within an appropriate period.
4. Customer complaints will have no postponing effect on the customer's payment obligations.
5. If a defect in a product is detected, the customer will be obliged to take all appropriate steps to prevent further damage or restrict the damage, including ceasing use of the product or handling it.
6. Other than the provisions in these conditions, the customer will not be entitled to any claims against ORELIA for defects in or in relation to the delivered goods. ORELIA is not responsible for direct and/or indirect damage, including property damage, physical injury, immaterial damage, consequential damage (such as loss of earnings) and other damage unless ORELIA has acted negligently or with intent.
7. In case ORELIA will be obliged to pay compensation this will never exceed the invoice value (excluding VAT) of the delivered goods and/or services incurred by or connected with the damage in question. If the damage is covered by ORELIA's insurance, compensation will not exceed the amount of damage that actually be paid by the insurer in that particular case.
8. The customer shall indemnify ORELIA for claims by third parties, including the competent authorities, and all related costs and damages relating to the goods already delivered or to be delivered and/or services performed or to be performed.

Paragraph 7. Obligations of the Client; Export

1. For delivery Ex Works, the customer is responsible for transport of the goods from the ORELIA warehouse and accepts all related legal obligations. If the delivery address is outside Germany, the Netherlands or Belgium, the goods will always be shipped Ex Works unless otherwise agreed.
2. In all cases the customer is obliged to duly comply with the relevant laws in the country of destination and to act according to all laws and regulations applying to pharmaceutical products, including amongst others the immediate reporting of adverse reactions (pharmacovigilance).
3. ORELIA has no obligations or liability to, and cannot be held responsible for, the duties of the customer referred to in this Paragraph. In case of Ex Works delivery, ORELIA can never be held responsible for damage resulting from destruction, loss, confiscation, destruction or damage resulting from import controls, lack of approval/s, product inspections, customs legislation or other circumstances resulting from export and shipment of the goods.
4. If products are exported outside the European Economic Area (EEA), Orelia Pharma is not responsible for retrieving these products back to the EEA in the event of a recall. The buyer is solely responsible for handling the recall and taking the necessary actions, including informing end users and complying with local laws and regulations.

Paragraph 8. Miscellaneous  

1. Goods may be returned to ORELIA only after written consent (see Conditions for Returning Goods). ORELIA reserves the right to destroy goods without prior consent.
2. If any provision of the conditions of business or the contracts applying to these conditions of business is invalid or contentious, the remaining provisions will not be affected. ORELIA and the customer will endeavour to replace ineffective and contentious regulations with valid provisions which come as close as possible to the original intention of the invalid and contentious regulations.
3. The place for making payments and performing delivery obligations is ORELIA's head offices.

Paragraph 9. Applicable Law, Place of Jurisdiction and Delivery Address

1. Dutch law applies exclusively to all offers by ORELIA to clients and all contracts concluded by both parties. The provisions of the 1980 CISG will be excluded.
2. Disputes arising from or connected with a contract or quotes and/or bids made by ORELIA or any other legal action will be brought before the Rechtbank Zeeland-West-Brabant Court and addressed by it. This will not affect ORELIA's right in certain cases to bring disputes before other authorised judges in the Netherlands.

Return Conditions

Products ordered by mistake

Products, ordered by mistake can only be returned when it concerns standard stock products DAP-delivered, and only after prior explicit agreement by Stichting Orelia Pharma upon the demand to return.

Incorrectly Delivered Products

Returns are only permitted for products delivered under DAP (Delivered at Place) terms within the Netherlands, Belgium, or Germany. Products delivered outside this delivery area, or under Ex Works (EXW) terms, are not eligible for return under any circumstances, regardless of the nature of the error.

Demand / announcement to return products

A demand or a notification for a return has to be done at Stichting Orelia Pharma within 5 days after reception of the products. Returns are only treated after the return document, supplied by Stichting Orelia Pharma is completed and a copy of the invoice and/or packing document is received.

Obligations Customer Returned products:

• Have not been decommissioned from the NMVS/Securmed;
• Have to be presented in the original packaging, unopened and undamaged;
• Return shipment must take place with a carrier designated by Orelia Pharma;
• Have to be correctly stored, handled and transported;
• Haven’t left the safekeeping of the pharmacist, hospital or wholesaler during the time between reception and return of the products.

Returns without announcement

Returns that are not announced and/or are not performed according to these conditions will not be refunded by Stichting Orelia Pharma. Stichting Orelia Pharma reserves the right to destroy these products.

Non-returnable products

Special products that Stichting Orelia Pharma have delivered at special order from a customer cannot be returned.

Refund

If the error is demonstrably attributable to Stichting Orelia Pharma, the full cost of the relevant delivery, including any shipping charges, will be compensated without the return of the products being permitted. In all other cases in which a return is approved by Stichting Orelia Pharma, 75% of the invoiced amount will be credited, minus the costs associated with the return shipment.

Miscellaneous provisions

These Return Conditions apply in addition to the General Terms and Conditions of Stichting Orelia Pharma, which conditions shall remain in full force and effect.

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