Otsuka Novel Products GmbH
80636 München (Munich), Germany
Tel.: + 49 89 2060205-50
Fax: + 49 89 2060205-55
Managing Director: Masuhiro Yoshitake
Commercial register: HRB 190185, Munich Local Court
VAT identification number: DE 275782318
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.
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.
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.
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.
The website www.otsuka-onpg.com (hereinafter referred to as "Website") is provided by Otsuka Novel Products GmbH, Erika-Mann-Str. 21, 80636 Munich, Germany (hereinafter referred to as "ONPG"). The protection of your personal data is important to us. We will collect and use your personal data exclusively within the framework of the applicable data protection provisions. In the following we would like to inform you about the nature and scope of the personal data we collect as well as the purposes for which this data is collected and used.
Personal data are individual elements of information concerning the personal or material circumstances of an identified or identifiable individual, such as for example your name or address.
Collection and use of anonymised data/non-personal data
Basically, you can visit the Website without informing us of who you are. However, some data are collected automatically, e.g. which areas of the Website you visit and how you interact with the Website. This includes information resulting from the interaction with the Website, services, contents, including information about computer and Internet access, navigation data, statistics on page impressions, shortened IP address and weblog information. These data are evaluated exclusively in order to improve our offer and do not allow any conclusions to be drawn about your person.
Collection and use of personal data
Personal data are only collected if you disclose these to us of your own accord, e.g. in a questionnaire, when ordering information material or registering for personalised services such as a newsletter or access to password-protected areas.
Access to the password-protected area is only possible after prior registration with our service provider DocCheck. Please note that it is necessary to transmit personal data (in particular first name, last name, email address, postal address, occupation) for your registration with DocCheck in order to be verified as a member of the circle of experts. The personal data you provide us with are exclusively used for registration and are deleted as soon as they are no longer needed for the purposes of verification and registration. For further information regarding the collection of data please consult DocCheck's data protection provisions at http://info.doccheck.com/de/privacy/.
We collect and use your personal data − in particular your name (first and last name), title and email address − in order to process your inquiries and comments (that you have communicated to us e.g. via the Website's contact form). In the process, you can also disclose the following optional details: Your company name, your postal address, your telephone number, your occupation as well as your age.
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.
Session cookies are automatically deleted when closing the browser. If permanent cookies are set, it is possible to identify your computer on your next visit to the Website and they provide support, for example, when you enter your user name. 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.
Use of 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.
Transfer of personal data
The transfer of personal data to third parties, including the subsidiaries of Otsuka Group as well as selected Otsuka partners, is performed exclusively in accordance with statutory regulations, i.e. only if
- you have given us your expressed prior consent to data transmission
- the transmission is necessary for the implementation of offers and performance of services you wish to make use of
- the disclosure is otherwise legally admissible and the safeguarding of your legitimate interests is ensured.
Our Website and the other systems are secured by technical and organisational measures against the destruction, loss, access, modification or circulation of your data by unauthorised persons. However, despite regular controls, it is not possible to protect your data entirely against any and all risks. Please be advised that the transmission of data via the Internet (e.g. in email communication) may not be completely secure. It is not possible to completely protect data from third-party access.
You may request information on the data we have stored with regard to your person free of charge and at any time and have a right, if applicable, to the correction, blocking or deletion of your data. If you have any questions regarding the collection, processing or use of your personal data, or for requests concerning information on the correction, blocking or deletion of your personal data, as well as for the revocation of consent granted, please contact:
Otsuka Novel Products GmbH
80636 München (Munich), Germany
Tel.: +49 89 2060205-00
Fax: +49 89 2060205-55
As of May 2014