Imprint

Otsuka Novel Products GmbH
Erika-Mann-Str. 21
80636 München (Munich), Germany
Tel.: + 49 89 2060205-50
Fax: + 49 89 2060205-55
Email: reception@otsuka-onpg.com

Managing Directors: Keiso Yamasaki, Robert Dornheim
Commercial register: HRB 190185, Munich Local Court
VAT identification number: DE 275782318

General Terms and Conditions of Sale

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We confirm your order subject to the exclusive application of our general terms and conditions of sale.

§ 1 Application

(1) These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
(2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
(4) The order can only be fulfilled if the ordering party can provide all documents necessary proving it is allowed to handle prescription medicines. The purchaser ensures and warrants in particular that he is eligible for the purchase of prescription medicines pursuant to § 47 German Drug Act (Arzneimittelgesetz, AMG).

§ 2 Offer, Acceptance

Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks and in accordance with § 1 (4).

§ 3 Prices, Payment

(1) Prices are CPT place of the consignee, exclusive of the respective statutory VAT and exclusive of costs for packaging and transportation, except as otherwise expressly agreed upon.
(2) The purchase price is due and payable net within 30 days from the date of the invoice. From the due date, default interest in the amount of 8% above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.

§ 4 Offset, Retainer

The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.

§ 5 Delivery and Resale

(1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
(2) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
(3) The direct or indirect resale to a wholesale business is prohibited. Furthermore, the goods may only be distributed in the designated packaging size.

§ 6 Passing of Risk, Shipment

If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.

§ 7 Retention of Title

(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The purchaser shall handle the goods with due care and maintain suitable insurance.
(4) The purchaser has no permission to resell goods subject to the above retention of title.

§ 8 Warranty

(1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(4) The above limitations of warranty do not apply to damages according to the 16th section of the AMG.

§ 9 Liability

(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations (an obligation which must be fulfilled to enable a due performance of the contract and on whose fulfilment the contractual partner generally relies and may rely). To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) The above limitations of liability do not apply to a liability according to the 16th section of the German Drug Act (Arzneimittelgesetz, AMG).
(4) Any liability not expressly provided for above shall be disclaimed.

§ 10 Applicable law, Jurisdiction

(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Munich, Germany.

Copyright

Rights for all content contained in this website—information including but not limited to text, trademarks, logos, and graphics, features including but not limited to software and icons, and editing and placement of the content—belong to Otsuka Novel Products GmbH or are used with legitimate rights. Under copyright laws, it is strictly forbidden for you to use or duplicate the contents of this website, without the company’s permission, for anything other than your own personal, non-commercial use.

Disclaimer

As a content provider pursuant to Sec. 7 para. 1 of the German Telemedia Act (Telemediengesetz, TMG) Otsuka Novel Products GmbH (“ONPG”) is, in accordance with statutory laws, responsible for its “own content” provided at www.otsuka-onpg.com.

A distinction must be made between this own content and cross-references (“links”) to content from other providers. In this respect, ONPG provides “third-party contents” which are available for use through these cross-references and are respectively marked as “[external]” or available over a new browser window.

When the links were first inserted the third party contents were checked to see whether they might cause a liability under civil or criminal law. However, it cannot be ruled out that contents are subsequently changed by the respective providers. ONPG does not continuously check the contents for changes (to which the links refer) that could constitute a new liability. If, in your opinion, the linked external pages are in breach of applicable law or contain otherwise inappropriate content, please inform us via reception@otsuka-onpg.com.

Our Internet pages contain general information about ONPG, our products and our services. They are not intended to give medical or other advice or instructions regarding the products and services offered by ONPG. For specific inquiries concerning our products and services, please contact ONPG directly.

 

Otsuka Novel Products GmbH

Privacy Notice 25. May 2018

About this notice

 

This website is operated by Otsuka Novel Products GmbH, Erika-Mann-Str. 21, 80636 Munich, Germany (hereinafter referred to as “ONPG”).

For the purposes of this notice, ONPG will be the controller, meaning ONPG determines how and to what extent your personal data will be processed (the controller is also referred to in this notice as “ONPG”, “we”, “our” and “us”).

This notice explains how and why we use your personal data, e.g. when we provide you with information you have requested from us, within the framework of any agreement pursuant to which you provide services to ONPG, or when you simply use our websites and other digital platforms. In all cases, ONPG understands and respects your privacy and acknowledges that in particular the information about an individual’s health and healthcare is confidential and sensitive.

In this notice, when we talk about personal data we mean any information that relates to an identifiable natural person – in this case, you.

You should read this notice, so you know what personal data we collect about you, what we do with it and how you can exercise your rights in connection with it. You should also read any other privacy notices that we give you, that might apply to our use of your personal data in specific circumstances from time to time. If you have any questions about this notice, you can contact ONPG’s Data Protection Officer, by writing to the “Legal & Compliance Department” at the address for ONPG provided above, or by emailing privacy@otsuka-onpg.com.

In summary…

  • We use your personal data within the framework of any agreement pursuant to which you provide services to ONPG, when you use our websites and other digital platforms, to provide you with information, where you have requested them, manage our business, recruit new staff, comply with our legal obligations, and improve and monitor the performance of our digital platforms
  • We have measures in place to safeguard your personal data when we transfer it outside the European Union
  • We take steps to minimise the amount of personal data we hold about you and to keep it secure
  • We delete your personal data when we no longer need it, and we have policies in place to govern when that is
  • You have a number of rights in relation to your personal data
  • We are happy to answer your questions about any of the above – please just send them to privacy@otsuka-onpg.com.

Who are you?

We process personal data for different purposes, depending on who you are. To find out for what specific purposes we process your personal data, you may choose from the below.

I am…

Quickly find what you’re looking for by clicking the links below:

1. Our data protection responsibilities

2. What types of personal data do we collect and where do we get it from?

3. What do we do with your personal data, and why?

4. Who do we share your personal data with, and why?

5. Where is your personal data transferred to?

6. How do we keep your personal data secure?

7. How long do we keep your personal data for?

8. What are your privacy rights and how can you exercise them?

1. Our data protection responsibilities

ONPG is a “controller” in relation to its use of your personal data. This is a legal term – it means that we make decisions about how and why we use your personal data and, because of this, we are responsible for making sure it is used in accordance with applicable data protection laws. We are required by law to give you the information in this notice.

2. What types of personal data do we collect and where do we get it from?

2.1 The personal information we process about you broadly falls into four main categories: (i) Contact Information; (ii) Agreement Information; (iii) Candidate Information and (iii) Browsing Information.

2.2 We collect your personal information from limited sources. The table below sets out the different types of personal information that we collect and the sources we collect it from.

Category Type of personal data Collected from
Contact Information ·       Name ·       Address ·       Telephone number ·       Organisation details (eg your place of work, practice, professional area, job title and organisation contact information) ·       You
Agreement Information ·       Contact Information (see above) ·       Details relating to the services you provide to us, including service related communications with you ·       Information about other people (eg your customers and/or staff) that you share with us in connection with your services ·       Information you provide us when you interact with ONPG (eg for a conference, patient cohort) ·       Billing and payment information ·       You/your organisation’s banking details ·       You
Candidate Information ·       Contact Information (see above) ·       Details you include in your application, eg CV, references, certificates ·       You ·       Publically available resources
Browsing Information ·       IP address ·       You and your use of our digital platforms

2.3 Please note that if you do not provide us with your Contact Information we will not be able to provide you with any information you request, and if you do not provide us with your Contact Information, Agreement Information or Candidate Information, we will not be able to interact or contract with you.

3. What do we do with your personal data, and why?

 3.1 We use your personal data for a number of different purposes. We must always have a “lawful basis” (ie a reason, prescribed by law) for processing your personal data. The table below sets out the purposes for which we process the different categories of your personal data and the corresponding lawful basis for that processing. For some processing activities, we consider that more than one lawful basis may be relevant – depending on the circumstances.

3.2 Website visitors

Category of information Purposes of processing Lawful basis
Contact Information Responding to your enquiries To perform a contract with you   Legitimate interests (It’s important that we can respond to your enquiries)
Browsing Information Monitoring and producing statistical information regarding the use of our platforms, and analysing and improving their functionality Legitimate interests (We need to perform this limited routine monitoring to make sure our platforms work properly)

3.3 Healthcare professional

Category of information Purposes of processing Lawful basis
Contact Information Responding to your enquiries To perform a contract with you   Legitimate interests (It’s important that we can respond to your enquiries)
Agreement Information To be able to keep accurate records of ONPG’s communications with you.  In addition, we may need the information you provide to comply with our regulatory monitoring and reporting obligations. To perform a contract with you   To comply with a legal obligation
Agreement Information Disclosure of payments according to regulatory requirements Consent
Agreement Information To understand how our products impact your patients, to track and respond to safety concerns and to further develop and improve our products and services.  For example, we may create a record about you to decide whether to invite you to participate in various programs, panels of experts or surveys about our products or services. Legitimate interests (we need to use certain personal data for our business development strategies; we have a legitimate interest in making sure that we are continuously improving our product offering)
Agreement Information Compliance with our legal obligations where data related to safety or pharmacovigilance is concerned, including those related to adverse events, product complaints and patient safety. To comply with a legal obligation

3.4 Job applicants

Category of information Purposes of processing Lawful basis
Candidate Information Processing of this personal data is required to enable ONPG to administer the recruiting process, including the set-up of an electronic job applicant HR file, managing your application, organizing interviews – in short, the processing is necessary for us to entering into a contract with you. To perform a contract with you
Candidate Information We may also share your personal data with other ONPG group companies to consider you for future job openings and will retain your data for a limited period of time beyond an unsuccessful application for this purpose. Legitimate interests (It is our interest to consider you for other vacancies, now and in the future)

3.5 Website visitors, healthcare professionals and job applicants

Category of information Purposes of processing Lawful basis
All Information Establishing and enforcing our legal rights and obligations and monitoring to identify and record fraudulent activity; Complying with instructions from law enforcement agencies, any court or otherwise as required by law; resolving any complaints from or disputes with you. To comply with a legal obligation

3.6 Cookies and similar technologies

In order to improve the appearance of our Website and to allow the use of certain functions, we use “cookies”. Cookies are small text files that are stored on your computer. This data is not used to identify the personally identify the visitors of the Website.

We only use session cookies, which are automatically deleted when closing the browser. This cookie is a security plugin that checks if a visitor is a person and not, a bot or any security threat.

You may of course decline the installation of cookies at any time by selecting the respective settings in your browser, provided your browser allows this; however, please note that in this case you may not be able to use all of the functions of this Website to their full extent.

3.7 Google Maps

Our Website uses Google Maps in order to show the location of ONPG’s registered office as well as how to reach us.

Google Maps is operated by Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States. By using Google Maps, data can automatically be collected by Google. An overview of the collected data can be found in Google’s privacy policy at http://www.google.com/intl/de_ALL/policies/privacy/

3.8 Google Analytics

We use Google Analytics on basis of Art. 6 (1) (f) GDPR, which a web analysis service of Google Inc. (Google) on our Site. Google Analytics uses cookies, i.e. text files stored on your computer to enable analysis of website usage by you. Information generated by the cookie about your use of this website is usually transmitted to a Google server in the United States and stored there. In case of activated IP anonymization on this website, however, your IP address is previously truncated by Google within member states of the European Union or in other states which are party to the agreement on the European Economic Area. Only in exceptional cases is a full IP address transmitted to a Google server in the United States and truncated there. On behalf this website’s owner, Google will use this information to evaluate your use of the website, compile reports about website activities, and provide the website’s operator with further services related to website and Internet usage. The IP address sent from your browser as part of Google Analytics is not merged with other data by Google. You can prevent storage of cookies by appropriately setting your browser software; in this case, however, please note that you might not be able to fully use all functions offered by this website. In addition, you can prevent data generated by the cookie and relating to your use of the website (including your IP address) from being collected and processed by Google, by downloading and installing a browser plug-in from the following link: http://tools.google.com/dlpage/gaoptout?hl=en

We use Google Analytics on the Websites with the extension “anonymizeIP()”, IP addresses being truncated before further processing in order to rule out direct associations to persons.

4. Who do we share your personal data with, and why?

4.1 Sometimes we share your personal data with third parties, including the following:

4.1.1 other ONPG companies where necessary for the purposes described above.

4.1.2 courts, where we are asked to respond to a court order or other binding requests;

4.1.3 regulatory authorities and law enforcement agencies, where necessary for any investigations or to respond to enquiries in relation to our compliance with applicable law or regulations; and

4.1.4 professional advisors (such as lawyers and accountants).

These organisations will also use your personal data as a “controller” – they will have their own privacy notices which you should read, and they have their own responsibilities to comply with applicable data protection laws.

4.2 We also ask third party service providers to carry out certain business functions for us. These include:

4.2.1 IT support, cloud platform and data hosting providers who help us with the operation of our websites, mobile applications, document and workflow management systems and other systems and applications;

4.2.2 Service providers assisting us in the organisation of events, arranging travel logistics and bookings;

4.2.3 Third parties assisting on the collection and disclosure of transfer of value information to the public;

4.2.4 Communication service providers, including companies who send out surveys and communications on our behalf; and

4.2.5 survey providers who help collate feedback for us.

We will have in place an agreement with our service providers which will restrict how they are able to process your personal data and impose appropriate security standards on them.

5. Where is your personal data transferred to?

5.1 Since ONPG is part of a global company, we will sometimes need to transfer your personal data outside the European Union, in particular to the US and our headquarters in Japan. We will only make that transfer if:

5.1.1 that country ensures an adequate level of protection for your personal data;

5.1.2 the recipient or recipient country is subject to an approved certification mechanism or code of conduct with binding and enforceable commitments which amount to appropriate safeguards for your personal data – this includes for example, the EU-US Privacy Shield which enables the secure transfer of personal data to the United States;

5.1.3 we have put in place appropriate safeguards to protect your personal data, such as a contract with the person or entity receiving your personal data which incorporates specific provisions as directed by the European Commission.

5.1.4 the transfer is permitted by applicable laws; or

5.1.5 you explicitly consent to the transfer.

5.2 If you would like to see a copy of any relevant provisions, please contact privacy@otsuka-onpg.com.

6. How do we keep your personal data secure?

6.1 We will put in place appropriate security measures to protect your personal data from unlawful or unauthorised processing and accidental loss, destruction or damage.

6.2 However please note that, in relation to any personal data you submit to us online, we cannot guarantee the security of data sent to us in this way. Transmission of data over the internet is at your own risk.

7. How long do we keep your personal data for?

7.1 We will only retain your personal data for a limited period of time, and for no longer than is necessary for the purposes for which we are processing it for. This will depend on a number of factors, including:

7.1.1 any laws or regulations that we are required to follow;

7.1.2 whether we are in a legal or other type of dispute with each other or any third party;

7.1.3 the type of information that we hold about you; and

7.1.4 whether we are asked by you or a regulatory authority to keep your personal data for a valid reason.

8. What are your privacy rights and how can you exercise them?

8.1 Where our processing of your personal data is based on your consent (see table at paragraph 3 above), you have the right to withdraw your consent at any time. If you do decide to withdraw your consent we will stop processing your personal data for that purpose, unless there is another lawful basis we can rely on – in which case, we will let you know.

8.2 Where our processing of your personal data is based on the legitimate interests (see table at paragraph 3 above), you can object to this processing at any time. If you do this, we will need to show either a compelling reason why our processing should continue, which overrides your interests, rights and freedoms or that the processing is necessary for us to establish, exercise or defend a legal claim.

8.3 You have the right to (subject to certain limitations):

8.3.1 access your personal data and to be provided with certain information in relation to it, such as the purpose for which it is processed, the persons to whom it is disclosed and the period for which it will be stored;

8.3.2 require us to correct any inaccuracies in your personal data without undue delay;

8.3.3 require us to erase your personal data;

8.3.4 require us to restrict processing of your personal data;

8.3.5 receive the personal data which you have provided to us, in a machine readable format, where we are processing it on the basis of your consent or because it is necessary for your contract with us (see table at paragraph 3 above) and where the processing is automated; and

8.3.6 object to a decision that we make which is based solely on automated processing of your personal data.

8.4 Please contact us at privacy@otsuka-onpg.com if you would like to exercise any of your privacy rights.

8.5 We also encourage you to let us know if you have any concern about how we are processing your personal data so we can try to resolve your concerns. However, if you consider that we are in breach of our obligations under data protection laws, you are always entitled to submit a complaint with the competent supervisory authority.

8.6 We may decide to change this notice. If the change is fundamental or may significantly affect you, we will provide you with the updated notice in advance of the change actually taking effect. We encourage you to review the content of this notice regularly.

Information current as of 26-07-2018