1. General Provisions and Scope of Application
1.1 Acceptance and Prevalency
This general commercial policy applies to all commercial transactions and supplies of medicinal products and healthcare items carried out by XPharma.
The placement of any order by the customer implies full, express, and unreserved acceptance of all clauses contained in this document. This policy shall prevail over any general purchasing conditions or terms proposed by the customer, even if such terms contain provisions to the contrary.
Any derogation, amendment, or addition to these conditions shall only be deemed valid if expressly agreed upon and confirmed in writing by XPharma’s management.
1.2 Legal Compliance
The customer acknowledges that the acquisition, storage, transport, and dispensing of products must strictly comply with applicable national and EU legislation governing the pharmaceutical sector and the wholesale distribution of medicinal products.
2. Order Formalization and Confirmation
2.1 Order Formalization and Confirmation
Purchase orders must be formalised in writing via an authorized electronic platform or email.
XPharma reserves the right to reject any order that fails to comply with applicable legislation or contractual terms.
2.2 Pricing and Invoicing
Unless expressly stated otherwise, indicated prices exclude VAT, as well as any other applicable taxes, duties, or associated fees.
VAT shall be applied at the prevailing statutory rate in accordance with the legislation governing medicinal products.
XPharma reserves the right to adjust prices due to changes in economic conditions (including acquisition costs or regulatory fees), provided that such adjustments are communicated in advance.
3. Payment Terms and Consequences of Default
3.1 Payment Terms
Payments must be made within the timeframe and via the payment method agreed upon and specified in the invoice.
3.2 Late Payment and Breach
Failure to comply with the agreed payment terms entitles XPharma to immediately suspend the delivery of new orders without prior notice.
All commercial proposals are valid for a period of 30 days, unless explicitly stated otherwise in the offer document.
4. Supply Conditions
4.1. Customer Qualification
Prior to any commercial transaction, the customer shall undergo a mandatory qualification process in compliance with Good Distribution Practice (GDP). To this end, the customer undertakes to provide all documentation, operating licenses, and data requested by XPharma. The validation of these elements is an essential prerequisite for account opening and order processing.
4.2 Deliveries
Delivery times may vary depending on product availability or due to force majeure events. Any delivery delays shall not entitle the customer to compensation (Article 405 of the Portuguese Civil Code).
For products available in XPharma’s stock:
- Orders placed before 2:00 PM will be dispatched on the same day;
- Orders placed after 2:00 PM will be dispatched on the following business day.
The risk of loss or damage to the products passes to the customer upon physical delivery and acceptance of the order at the agreed location.
4.3 Shipping Fees
Shipping costs are invoiced based on product type and destination, according to the following rules:
| Product Type | Destination | Minimum Order for Free Shipping | Shipping Fee (excl. VAT) |
|---|---|---|---|
| 15-25ºC | Mainland Portugal | 80€ | 30€ |
| Islands | 100€ | 50€ | |
| 2-8ºC | Mainland Portugal | 250€ | 35€ |
| Islands | 300€ | 50€ |
VAT at the applicable statutory rate will be added to the shipping costs.
In the event of urgent deliveries or shipments outside standard logistics routes, costs will be quoted and billed separately.
5. Returns and Claims
5.1 Claims
Claims regarding shipment errors, missing items, wrong items delivered, or damage incurred during transport must be submitted in writing within a non-extendable maximum period of 72 hours following receipt of the order.
The claim must detail the invoice/delivery note number, product description, batch/lot number, quantity, and the specific reason for the claim.
Any visible damage to the secondary/outer packaging must be recorded immediately with the carrier on the delivery document (consignment note); failure to do so will result in the rejection of the claim.
5.2 Returns
No returns will be accepted without prior written authorization from XPharma.
The customer must notify XPharma of their intention to return goods within a maximum period of 72 hours following receipt of the order. Returns will only be accepted if they fully comply with XPharma’s Return Policy.
All returns based on quality or safety grounds will be handled with priority.
6. Liability and Force Majeure
6.1 Limitation of Liability
Under no circumstances shall XPharma’s total liability exceed the total amount invoiced and paid for the products subject to the claim.
XPharma disclaims any civil liability for indirect, incidental, or consequential damages, including loss of profit. This exclusion covers expected resale margins, operational revenue loss, or loss of commercial bonuses from third parties. Commercial losses—such as loss of contracts, disqualification from tenders, procurement costs for replacement products, as well as any reputational damage suffered by the customer or third parties—are likewise excluded.
6.2 Force Majeure
XPharma shall not be held liable for any failure or delay in performance resulting from Force Majeure events (including, but not limited to, natural disasters, strikes, governmental actions, or severe supply chain disruptions) beyond its reasonable control.