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Terms & Conditions

Here you can find our terms and conditions.

General Terms and Conditions of Sale and Delivery VITAL PHARMA GmbH

1. Scope

1.1The following terms and conditions of sale and delivery (GTC) regulate the business relations between VITAL Pharma GmbH, hereinafter referred to as VITAL and the contractual partner, hereinafter referred to as the Customer. The validity of other conditions – in particular the purchase conditions of the customer – requires an explicit written confirmation from VITAL.

1.2 These terms and conditions cannot be applied on contracts with consumers, pursuant to § 13 BGB [Bürgerliches Gesetzbuch - German Civil Code]. The statutory regulations of the Federal Republic of Germany apply for supply to consumers in terms of the above-mentioned regulation.

1.3 VITAL is entitled to amend the GTC. Amendments will be effected from the date of their validity, if the customer does not object within a period of six weeks after receiving the communication on the amendment.  VITAL draws the attention of the customer explicitly to this consequence.

1.4 Future oral subsidiary agreements require the written form to be valid, unless they are based on an individual subsidiary agreement. This applies also to the amendment or revocation of this clause on the written form.

2. Order/ Conclusion of the contract

2.1 The offers from VITAL are subject to change and non-binding. The contract comes into force only with our written confirmation of the order or through the dispatch of the goods with delivery note or invoice.

2.2 The acceptance of the deliveries by the customer is a contractual obligation.

In the case of drugs, hazardous substances, poisons or other materials, the delivery or application of which is subject to statutory or official regulations, the order of the customer is considered at the same time as a declaration that these materials will be used for a permitted purpose in terms of these statutory or official regulations and that the customer possesses the necessary official approvals, in particular for the processing and trade of these materials. The customer is obliged to inform VITAL immediately if the necessary official approvals are being withdrawn or if they have been withdrawn.

3. Prices and purchase price conditions

3.1 The prices are fixed in advance contractually for the confirmed delivery corresponding to Number 2.1 of this GTC for a defined period. The calculation is made in Euros or in Dollars, depending on the origin of the goods. The VAT will be shown separately. VITAL reserves the right in principle to amend the price, but this has to be communicated to the customer in writing, and requires a confirmation from him.

3.2 Payments have to be free of charge, unless otherwise agreed or the invoice mentions it. All invoices of one month are due for payment 30 days after the end of the month of the invoice without any discount, unless another due date is mentioned in the invoice. The payment is considered to be effected on the date of receipt by VITAL. Set-offs against claims on VITAL are permissible only in the case of undisputed or legally established claims.

3.3 VITAL is entitled to demand default interest in case of delay in payment under compliance with the statutory requirements.

3.4 The acceptance of bills of exchange, cheques, assignments and other payment substitutes is made only on account of performance. The acceptance of bills of exchange require a prior agreement. All costs, which arise from the acceptance of payment substitutes, are to be borne by the customer.

3.5 If VITAL becomes aware of payment difficulties of the customer, e.g. non-clearing of cheques or bills of exchange, application for the initiation of insolvency proceedings or rejection of an application for insolvency, issuance of an oath etc. or if there are other reasons to assume that the customer is no longer in a position to fulfil his obligations, we are entitled to demand payment for goods already delivered even before they are due, to revoke deferment of payment.  Furthermore VITAL reserves the right in the case of difficulties of the customer to make payment, to make delivery only against advance payment or cash payment.

3.6 VITAL can charge appropriate additional costs for special services, e.g. the costs of dispatch, remuneration for services, delivery costs, costs for special safety and safety measures.

4. Delivery

4.1 Only the written order confirmation is relevant for a delivery by VITAL. VITAL is entitled to provide partial deliveries.

4.2 The delivery is subject to punctual and correct supply to ourselves. If a delivery date cannot be complied with for reasons attributable to VITAL, then the customer has to inform VITAL in writing of an appropriate grace period, unless this is dispensable in exceptional cases. The customer is only entitled to withdraw from the contract after the futile expiration of the said period. This does not apply when there are claims for damages of the customer on account of slight negligent breach of obligations, the fulfilment of which enables the execution of the contract and with the compliance of which the customer may regularly place its trust (in the form of “material contractual obligations”). In this case the claim for damages is restricted to the foreseeable damages typical to this contract.

4.3 All cases of acts of god, strikes, lock-outs, official measures and the like which are not the fault of VITAL entitles VITAL to postpone delivery to an appropriate extent and for an appropriate duration, at least for the duration and the extent of such obstacles. In this case the customer does not have any rights or claims on account of late delivery. If the circumstances stated lead to a final obstacle to the performance, then VITAL is entitled to withdraw from the contract.

4.4 The dispatch takes place always at the customer’s risk. The customer has to provide possibility for storage, which guarantees that no unauthorized person gains access to the goods delivered by us at any time and does not impair the quality of the goods.

4.5 The agreed delivery deadlines and dates apply always as approximate and non-binding, unless a fixed date has been explicitly agreed on.

5. Acceptance, return, warranty

5.1 The commercial duty to inspect and give notice of defects applies. The defective delivery items are to be kept ready for examination by VITAL in the same condition as they were at the time the defect was found.

5.2. There is no right or return for the customer for goods delivered in perfect condition.

5.3 A claim for defects in quantity can be asserted within a period of 30 days after receipt of the goods, and a defect in quality within 60 days. The costs for the return transportation are to be borne by the causative party. Contracts have been concluded for this purpose with the suppliers and the transport companies.

5.4 If the replacement is not possible or not possible in time in spite of an appropriate grace period on the part of the customer or if the new delivery contains defective or wrong goods, then the customer can reduce the purchase price or withdraw from the contract.

In the case of compliance with the warranty period VITAL has the choice of replacement or reimbursement of the purchase price.

In the case of cancellation of the purchase agreement the customer is obliged in the case of the defective goods for return/restitution, to destroy and dispose of these according to the statutory regulations at the request and expense of VITAL.

Over and beyond this warranty claims are ruled out.

6. Insurance

6.1 The customer has the sole obligation to conclude an insurance for all consignments that come FOB, FCA, CFR and CPT. The customer is not exempted from the liability of lost or damaged goods, as long as the goods received and the services rendered are not paid in full.

6.2 In case of lost or damages in CIF consignment, the customer bears the responsibility for the issue of a valuation report by the expert in accordance with the conditions of the insurance.

7. Retention of title

The goods delivered by VITAL remain under the ownership of VITAL till the complete fulfilment of all – even future – liabilities from the business relationship with the customer including all ancillary claims, interest and costs.

8. Liability

8.1 The liability for damages for VITAL – regardless of the legal basis – including claims arising from default at the conclusion of the contract, positive violation of the contract and tort is ruled out in the case of slight negligence on the part of VITAL or its vicarious agents.

8.2    This exclusion of liability does not apply to  

- Quality agreements, which refer to the damage caused by defects and/or the consequences of damage caused by defects, from which the quality agreement is intended to safeguard,
- Warranty,
- Claims in accordance with the Product Liability Act,
- Loss of life, bodily harm or damage to health,
- Initial incapacity,
- Impossibility of performance by the seller and
- Culpable breach of a major contractual obligation.

The liability is limited in the case of initial incapacity, impossibility of performance by the seller and culpable breach of a major contractual obligation to a foreseeable damage under a typical contract.

8.3 Moreover VITAL is liable in accordance with the statutory regulations.

9. Data protection

VITAL collects, processes and uses the data of the customers for purposes of business relations as well as on the basis of statutory documentation obligations. Over and above that VITAL collects, processes and uses the data of the customers only if the customer has given his consent or the Federal Data Protection Act or another legal regulation has ordered or allowed it.

The customer can request the deletion of the data at any time, as far as this data is not needed for orders yet outstanding or the storage is necessary on the basis of statutory documentation obligations for a mandatorily specified timeframe.

10. Declaration of consent, credit assessment

The customer agrees that VITAL obtains information on credit rating on his person/company, if there is a justified interest, from a credit agency (SCHUFA, Creditreform and similar companies). The customer can revoke his consent at any time by sending us a written declaration.

11. Severability clause

If one of the above clauses is or becomes fully or partly ineffective, the invalid provision shall be replaced by a regulation that most closely approximates the economic purpose of the contract while reasonably maintaining the mutual interests of the parties. The effectiveness of the remaining clauses is not affected by this.

12. Court of jurisdiction

The place of performance and the court of jurisdiction is Bad Homburg v.d. Höhe. German law applies exclusively, unless this is regulated otherwise on the basis of mandatory international provisions.

General purchasing conditions (AEB) VITAL PHARMA GmbH

1. General

1.1. These general purchasing conditions apply to all orders of goods and services made by the company VITAL Pharma GmbH (hereinafter VITAL). They are an integral part of all contracts and orders, and shall apply to all business relations with business partners and suppliers (contractors) for the entire duration of the business relationship, unless it has been specifically agreed otherwise in writing. They become subject terms of contract at the latest upon acceptance of the order. The general purchasing conditions also apply to future contracts and orders with the same contractor, without the need for them to be referenced in each single case.

1.2. VITAL is only bound to deviating general terms and conditions of contractors, if VITAL has agreed to these in writing.

1.3. Future verbal subsidiary agreements require for their efficacy the written form, unless they are based on an individual agreement. The same applies to the alterations or revocation of this written form clause.

2. Placing of orders, price, quantity

2.1. Orders and changes to already existing orders are only valid if they have been issued by VITAL in writing or by fax. Orders issued verbally or by telephone must in every case for their legal efficacy be confirmed by VITAL in writing or by Fax. If in some cases discrepancies should arise, these must be noted in the order confirmation.

2.2. The prices specified in the purchase order are fixed prices, subsequent price increases of the contractor are not binding for VITAL. Should the contractor however reduce its prices before the day of delivery, then VITAL shall benefit from the discount.

2.3. Variations in the quantity of goods are not allowed; in exceptional cases the written consent of VITAL must be obtained.

3. Delivery

3.1. All goods and services must be supplied or rendered at the time specified in the order. If the delivery time cannot be met, VITAL must be notified of this immediately after receipt of the order or immediately on becoming aware of the delay. For extensions of delivery time, VITAL has the right to grant a period of grace pursuant to the requirements and to withdraw from the order upon failure to comply with the extended deadline. In such a case, the contractor is obliged to refund any possible advanced payments agreed in the order and already paid by VITAL. The delivery period begins on the date of the order. The respective destination is also the place of fulfilment (obligation to deliver), unless something else has explicitly been agreed. The purchase of services is carried out by VITAL.

3.2. As far as the order by VITAL involves the delivery of medicines and/or healthcare supplements and/or dietary supplements or serves their production, then all medical, healthcare and pharmaceutical regulations for German and foreign territories - according to the area of operations disclosed by VITAL - must be fulfiled. Changes in manufacturing, which can have an influence on quality, and/or a relocation of the place of manufacture must immediately be communicated to VITAL in writing. Each delivery should as far as possible come from one batch.

3.3. Fundamentally all goods must be sent free of carriage charges to the addresses designated in the order. If delivery ex works of the contractor is agreed, then the goods must be dispatched at the cheapest shipping rate after arrangement with VITAL. The risk of deterioration and loss of the goods is however in every case borne by the contractor until the arrival of the goods at the place of destination.

3.4. A delivery note, stating the num¬ber of the order, the date and content of the delivery (article number and quantity) must be enclosed with the delivery. If the delivery note is missing or is incomplete, then VITAL is not responsible for any resulting delays in the processing and payment.

3.5. Packaging costs for the respective goods are only recognised if they have been explicitly agreed in writing.

3.6. Transport insurances are only to be taken out on the account of VITAL if this has explicitly been requested in the contract.

4. Invoicing

An invoice is to be issued to VITAL for every delivery or service. The order number, type and quantity of the delivery or service and the receiving agency must be apparent from each invoice and all shipping documents. Goods delivered in accordance with the order are paid according to the amounts determined by VITAL after delivery.

5. Payment

Without special agreement, payment is made within 14 days with 2% discount or within 30 days without deductions, calculated from the day of receipt of invoice or complete fulfilment of the service. There is no interest. The claim of the contractor for payment of interest on arrears shall remain unaffected; the statutory provisions shall apply. However a reminder by the contractor is required in every case.

6. Quality inspection, notice of defects

6.1. VITAL is entitled, itself or through its representatives at any time during usual business hours, to inspect the production of the delivery item or the carrying out of the services to be provided, after notifying the contractor in a timely manner. However, such an inspection carried out by VITAL does not release the contractor from its sole liability with respect to the contractually agreed delivery or service.

6.2. The goods must comply with the qualities or specifications referred to in the order. The values established by VITAL during incoming inspection are decisive for condition, type, quantity and weight of a delivery.

6.3. Acceptance takes place, unless otherwise agreed, at the delivery address that is given by VITAL in the order. A previous inspection in accordance with paragraph 6.1. and 6.2 with these purchasing conditions, with the preceding section, as well as the suitability test do not constitute acceptance. Acceptance must take place explicitly and is only binding for VITAL when it has been confirmed in writing by VITAL.

6.4. VITAL is entitled to notify the contractor of obvious defects within a time period of 6 months (for raw materials and goods produced in commission for VITAL within 6 weeks) from receipt of goods. Hidden defects can also be reported to the contractor after these periods immediately upon discovery. On request VITAL will send the defective goods to the contractor. Risk and costs of returning the goods are borne by the contractor.

6.5. In the case of raw materials and goods produced in commission for VITAL, VITAL reserves the right to have the suitability test performed by a laboratory authorised by VITAL. Should the commissioned laboratory discover quality concerns, then VITAL can claim its right to rescission, reduction and/or compensation.

7. Warranty
The contractor shall ensure that the delivery item has no fault affecting its value or its efficiency, that it fulfils the conditions and specifications given in the order , other guaranteed features, as well as respective legal and governmental legislation and exhibits no defects of title.

7.1. The warranty period is 24 months and begins with delivery and acceptance. VITAL will lodge objections to the defects with the contractor within the time limits referred to in paragraph 6.4.

7.2. Payment and acceptance are not deemed to be acknowledgement of defect-free delivery.

7.3. With regard to timely contested defects, VI¬TAL can reasonably reduce the price, require repair or free replacement or withdraw from the order after a reasonable grace period. The validity of the assertion of further damages claims remains unaffected by this.

7.4. The warranty period does not continue during the period of repair. A new warranty period shall commence with the delivery of a replacement product. The limitation period for warranty claims is suspended, as long as after the timely notification of defects by VITAL the contractor has not finally rejected the complaint in writing.

8. Protection and compliance with the law
The contractor guarantees VITAL that no intellectual property rights whatsoever exist on the delivered goods, in particular no foreign patent, utility model, design or trademarks rights, which could redound to the detriment of VITAL. Alternatively it takes over the liability for all damages otherwise resulting to VITAL.

9. Reservation of proprietary rights
Material and intellectual property such as figures, plans, drawings, calculations, implementation instructions, product descriptions, print templates, models, other documents, materials, tools, etc., which VITAL provides or which are paid for, for the execution of the order, remain or become their property.

10. Secrecy and data protection

10.1. The contractor shall not without the express consent of VITAL provide information to third parties about the nature, content and scope of the existing business relationship. Order documents are to be kept secret, even after termination of the order.

10.2. VITAL collects, processes and uses data of the contractor for purposes of the business relationship, as well as legal documentation requirements. Furthermore, VITAL collects, processes and uses data of the contractor only as far as it has consented to this or the Federal data protection act or other legislation instructs or permits it.

10.3. The contractor may publish VITAL as a reference only with its consent.

11. Severability clause

Should any of the individual preceding clauses be or become wholly or partly ineffective, then in the place of the invalid conditions, provisions should be made, which come closest to the economic purpose of the contract after appropriate consideration of mutual interests. The validity of the remaining provisions is thereby not affected.

12.  Court of jurisdiction

Place of fulfilment and place of jurisdiction is Bad Homburg v.d. Höhe. German law shall apply exclusively, unless otherwise specified by mandatory international provisions.