General Terms and Conditions of Sale Magis-Pharma NV
Version 1.0 — 29 October 2026
Article 1 — Identification and definitions
1.1 Magis-Pharma NV, Neerlandweg 24, 2610 Wilrijk (Antwerp), Belgium, enterprise number 0644.784.239, RLE Antwerp, Antwerp division, e-mail info@magis-pharma.be, tel. +32 3 457 11 76 (“Magis-Pharma”).
1.2 In these terms:
- “Customer” means any natural or legal person who orders products from Magis-Pharma in the course of its professional activity;
- “Products” means pharmaceutical raw materials and preparations, cosmetic, biocidal and technical products, packaging materials and any other goods supplied by Magis-Pharma;
- “Agreement” means any sales agreement between Magis-Pharma and the Customer;
- “In writing” includes e-mail and communication via the Magis-Pharma webshop or customer portal;
- “Magis Outlet” means the separate outlet webshop of Magis-Pharma, offering Products with a limited remaining shelf life at outlet prices.
Article 2 — Scope
2.1 These terms apply to all quotations, orders, deliveries and Agreements, regardless of the ordering channel (webshop, Magis Outlet, e-mail, telephone or sales representative).
2.2 Magis-Pharma sells exclusively to undertakings within the meaning of Article I.1, 1° of the Belgian Code of Economic Law. The Customer confirms that it acts in the course of its professional activity.
2.3 The Customer’s general terms do not apply, even if stated on its documents, unless Magis-Pharma expressly accepts them In writing.
2.4 A specific agreement made In writing, such as a framework, supply or quality agreement, prevails over these terms to the extent that it departs from them. In all other respects, these terms continue to apply.
2.5 Magis-Pharma may amend these terms. The new version applies to orders placed after its publication on the website or its written notification to the Customer.
2.6 Orders placed via the Magis Outlet are also subject to the special conditions of Article 20. In the event of conflict, Article 20 prevails.
Article 3 — Authorised customers and regulated products
3.1 Products whose sale is restricted by law, such as pharmaceutical raw materials, medicinal products, narcotic drugs, psychotropic substances and drug precursors, are supplied only to Customers legally authorised to acquire them.
3.2 On first request, the Customer provides proof of its authorisation, such as its pharmacy licence or its authorisation number from the Federal Agency for Medicines and Health Products (FAMHP). It notifies any change (transfer, suspension or closure) without delay.
3.3 For narcotic drugs, psychotropic substances and drug precursors, the legally required order forms and declarations apply, such as an end-user declaration. Without these documents, Magis-Pharma does not deliver.
3.4 Magis-Pharma may refuse or suspend an order or customer account if the authorisation is not demonstrated or if there is reasonable doubt about legitimate use, without any compensation.
Article 4 — Quotations and formation of the Agreement
4.1 Quotations are valid for 30 days unless stated otherwise. Catalogues, price lists and website information are indicative.
4.2 An order from the Customer is an offer. The Agreement is formed when Magis-Pharma confirms the order In writing or, failing that, delivers.
4.3 Until that moment, the Customer may withdraw its order free of charge.
4.4 Commitments made by sales representatives bind Magis-Pharma only once Magis-Pharma has confirmed them In writing.
4.5 Magis-Pharma may make partial deliveries and invoice them separately.
Article 5 — Prices
5.1 Prices are in euro, exclusive of VAT and of any other taxes, levies or excise duties, unless stated otherwise. Standard packaging is included.
5.2 The prices applicable on the day the Agreement is formed apply.
5.3 Shipping costs and any minimum order value are stated in the webshop or the quotation (currently EUR 25 below EUR 150 excl. VAT).
5.4 For deliveries made more than 3 months after the Agreement is formed, Magis-Pharma may adjust the price to demonstrable increases in the cost of raw materials, energy, transport, taxes or exchange rates. It notifies the Customer In writing. The Customer may cancel the affected quantities free of charge within 8 days of that notification.
5.5 Any discount granted applies only to the order concerned and creates no entitlement to discounts on later orders.
Article 6 — Delivery and risk
6.1 Magis-Pharma delivers to the address specified by the Customer (DAP, Incoterms® 2020), unless agreed otherwise.
6.2 Delivery times are indicative. A reasonable delay gives no right to damages or termination. If the delay exceeds 30 days, the Customer may cancel the delayed part free of charge after written notice of default.
6.3 Risk passes to the Customer on delivery, even while the retention of title under Article 13 still applies.
6.4 The Customer ensures that an authorised person accepts the delivery during opening hours. It stores temperature-sensitive Products immediately in accordance with the label conditions. Additional costs caused by a failed delivery are borne by the Customer.
6.5 The quantities stated on the delivery note are conclusive, unless proven otherwise. Deviations within the tolerances of the applicable specification or pharmacopoeia do not constitute non-conformity.
Article 7 — Inspection on receipt and complaints
7.1 The Customer inspects the Products on receipt for visible damage, shortages, incorrect Products and, for temperature-sensitive Products, the temperature indicators.
7.2 The Customer records visible defects and shortages on the delivery note in the presence of the carrier. It reports them In writing within 2 working days of delivery, with photographs and the batch number. Otherwise, the Products are deemed accepted without visible defects.
7.3 The Customer reports hidden defects In writing within 8 days of discovery, and no later than the expiry date of the batch.
7.4 The Customer raises any dispute about an invoice In writing, with reasons, within 8 days of the invoice date.
7.5 Quality complaints are sent to info@magis-pharma.be, stating the product name, batch number and a description, with a sample where possible. Magis-Pharma handles them under its quality system and informs the Customer of the outcome.
7.6 A complaint does not suspend payment of the undisputed part of the invoice.
Article 8 — Conformity and warranty
8.1 Magis-Pharma warrants that the Products conform to their specification on delivery. Pharmaceutical raw materials also conform to the certificate of analysis of the batch and to the applicable monograph (Ph. Eur. or the pharmacopoeia stated). This warranty runs until the expiry date, provided the Products are stored and handled in accordance with the label conditions.
8.2 The warranty does not apply in the event of improper storage, handling or transport by or on behalf of the Customer, processing or mixing, use after the expiry date, or use contrary to the label or instructions.
8.3 Products that are not of pharmaceutical grade, such as technical, cosmetic or biocidal products, are not intended for use in medicinal products or for human consumption. Magis-Pharma does not warrant their suitability for such use.
8.4 If a complaint is justified, Magis-Pharma chooses between replacement, supply of the missing quantity, a credit note or a refund of the price of the non-conforming Products, without prejudice to Article 10.
Article 9 — Customer responsibilities
9.1 The Customer selects the Products for their intended use. As a pharmacist, it is responsible for the preparation, quality control, labelling and dispensing of the preparations it makes with the Products, in accordance with applicable regulations and good practice.
9.2 The Customer stores and handles the Products in accordance with the label and good distribution practice. It maintains traceability (batch numbers) for the legally required period.
9.3 In the event of a recall or block, the Customer cooperates fully: stopping dispensing, quarantining stock, returning Products and, where required by the authorities, informing patients. The costs of a recall caused by a defect attributable to Magis-Pharma are borne by Magis-Pharma within the limits of Article 10.
Article 10 — Liability
10.1 Magis-Pharma’s liability, on any ground whatsoever, is limited to the invoiced amount excluding VAT of the Products concerned.
10.2 Magis-Pharma is not liable for indirect loss, such as loss of profit, loss of revenue, loss of customers, reputational damage or third-party claims.
10.3 These limitations do not apply in the event of fraud, intentional misconduct or gross negligence by Magis-Pharma or its agents, in the event of death or personal injury caused by its fault, or where mandatory law, including product liability law, prohibits such a limitation.
10.4 Any claim for damages must, on pain of forfeiture, be brought within 1 year after the Customer became aware, or should have become aware, of the damage.
Article 11 — Returns
11.1 Returns are accepted only with Magis-Pharma’s prior written approval, quoting the return number.
11.2 A return for commercial reasons, without a defect, is possible only within 14 days of delivery, in the unopened and undamaged original packaging, with proof of correct storage. Magis-Pharma assesses under good distribution practice whether the Product can return to stock. It may charge a handling fee.
11.3 Excluded from commercial returns are temperature-sensitive Products, narcotic drugs and psychotropic substances, Products manufactured, packed or ordered at the Customer’s request, and Products purchased via the Magis Outlet (Article 20).
11.4 A return does not suspend the payment obligation. A credit note is issued once the return is accepted.
Article 12 — Payment
12.1 Invoices are payable within 15 days of the invoice date, without discount, to the account stated on the invoice, unless agreed otherwise.
12.2 In the event of late payment, the following are due automatically and without notice of default:
- interest at the rate set in Article 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions;
- a fixed compensation of 10% of the outstanding amount, with a minimum of EUR 40, without prejudice to the right to recover higher, demonstrated collection costs.
12.3 Partial payments are allocated first to costs, then to interest and then to the oldest outstanding principal.
12.4 If an invoice remains unpaid after a written reminder, all other outstanding invoices become immediately due.
12.5 In the event of late payment or a demonstrable deterioration in the Customer’s creditworthiness, Magis-Pharma may require prepayment or security for further deliveries. It may suspend deliveries until these are received.
Article 13 — Retention of title
13.1 The Products remain the property of Magis-Pharma until the price, interest and costs have been paid in full.
13.2 The Customer may use or process the Products in the ordinary course of its business. It may not pledge unpaid Products or transfer them by way of security.
13.3 The Customer keeps unpaid Products identifiable. It informs Magis-Pharma immediately of any seizure or third-party claim.
13.4 If Magis-Pharma invokes retention of title, the Customer allows it to collect the Products. Collected Products are credited at their value at the time of collection, less costs.
Article 14 — Cancellation by the Customer
14.1 Once the Agreement is formed, the Customer may cancel only with Magis-Pharma’s written consent.
14.2 If Magis-Pharma consents, the Customer reimburses the costs already incurred, such as specifically purchased materials, work performed and transport.
14.3 Products manufactured, packed or ordered specifically for the Customer can no longer be cancelled once production or purchasing has started.
Article 15 — Suspension and termination
15.1 In the event of a serious breach by a party, such as non-payment after a reminder, the other party may suspend its obligations or terminate the Agreement. It does so In writing, after a notice of default granting at least 7 days to remedy the breach. This is done without court intervention and without prejudice to the right to damages.
15.2 Magis-Pharma may suspend deliveries without prior notice where the law or a decision of a competent authority, such as the FAMHP, so requires, or where the Customer’s authorisation (Article 3) lapses.
Article 16 — Force majeure
16.1 Neither party is liable for a failure caused by circumstances beyond its reasonable control. Examples include natural disasters, epidemics, war, terrorism, strikes, cyberattacks, utility outages, shortages of raw materials or packaging, failures of suppliers or carriers, and measures taken by authorities, such as recalls or import and export restrictions.
16.2 The affected party notifies the other party without delay. The affected obligations are suspended for as long as the force majeure lasts.
16.3 If the force majeure lasts longer than 60 days, either party may terminate the affected part of the Agreement In writing, without compensation. Products already delivered remain payable.
16.4 In the event of a shortage, Magis-Pharma may allocate available stock fairly among its customers.
Article 17 — Personal data
Magis-Pharma processes personal data of the Customer’s contact persons as controller, for order management, invoicing, customer relations and its quality and legal obligations. It does so in accordance with the GDPR and its privacy policy.
Article 18 — Miscellaneous
18.1 If a provision is invalid, the remaining provisions remain in force. The invalid provision is replaced by a valid provision that comes as close as possible to the original intention.
18.2 Failure to enforce a right does not constitute a waiver of that right.
18.3 Electronic messages, webshop orders and Magis-Pharma’s electronic records constitute evidence, unless proven otherwise.
18.4 Magis-Pharma may transfer the Agreement to an affiliated company or upon the transfer of all or part of its business, subject to notifying the Customer.
18.5 These terms exist in Dutch, French, English, German and Spanish. In the event of any discrepancy, the Dutch version prevails.
Article 19 — Governing law and jurisdiction
19.1 These terms and every Agreement are governed exclusively by Belgian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
19.2 The parties shall first attempt to settle any dispute amicably. Failing that, the Enterprise Court of Antwerp, Antwerp division, has exclusive jurisdiction.
Article 20 — Special conditions for the Magis Outlet (outlet shop)
20.1 Application. This article applies exclusively to orders placed via the Magis Outlet. For those orders, it prevails over Articles 1 to 19; in all other respects, those articles continue to apply.
20.2 Limited shelf life. Products in the Magis Outlet have a remaining shelf life of no more than 7 months until their expiry date. That date is shown for each Product in the Magis Outlet webshop.
20.3 Customer responsibility. Before ordering, the Customer checks that it can use the Products before that date. The short remaining shelf life is not a defect and gives no right to a complaint, return, price reduction or compensation. The warranty under Article 8.1 runs until the date shown. Any use after that date is entirely at the Customer’s risk.
20.4 Outlet prices and discounts. Outlet prices apply only to Products in the Magis Outlet, while stocks last. They cannot be combined with other promotions, discount codes, customer-specific discounts or discounts under a framework or supply agreement. Outlet purchases do not count towards volume, loyalty or turnover discounts in the regular channel.
20.5 Availability. The offer is valid while stocks last. If stock is insufficient, Magis-Pharma delivers the available quantity; the order confirmation states the exact number. There is no back-order, and the Customer pays only for what is delivered.
20.6 Separate order and delivery. The Magis Outlet is a separate webshop. Outlet orders cannot be combined with orders from the regular channel, including for shipping costs or the free-delivery threshold. Delivery is within Belgium only. Shipping costs and the free-delivery threshold are stated in the Magis Outlet (currently EUR 25 below EUR 150 excl. VAT).
20.7 No returns. Outlet Products are not taken back and cannot be cancelled after the order confirmation. This does not apply to transit damage, an incorrectly delivered Product, a shortage or a Product that does not conform to its specification (Article 8). The Customer reports transit damage, incorrect deliveries and shortages In writing within 2 working days of delivery, with photographs and the batch number; hidden defects are governed by Article 7.3. Magis-Pharma then chooses between replacement, where stock allows, and a credit note.