In these Terms and Conditions
1.1 The “Company” shall mean UPP GmbH.
1.2 The “Goods” shall mean the products or materials, the sale and purchase of which is governed by these Terms and Conditions.
1.3 The “Buyer” shall mean the person, firm, company, institution, utility or entity purchasing the Goods from the Company under the terms of the Contract.
1.4 The “Contract” shall mean the order placed for the Goods once accepted by the Company, whether orally, in writing or electronically, which shall be subject to these Terms and Conditions. Any purported addition, modification, variation or exclusion hereto (whether contained in any document of a Buyer or otherwise) shall be of no effect unless agreed in writing by the Company. The Company reserves the right to amend, vary or alter these Terms and Conditions at any time, by prior written notice to the Buyer.
1.5 The “Carrier” shall mean the person, firm or company to whom the carriage of Goods has been entrusted.
1.6 All Goods sold by the Company are sold under these Terms and Conditions. Acceptance of the Goods means acceptance of these Terms and Conditions.
Orders received for quantities other than the stated outer pack size will automatically be increased to the next whole outer pack size above the order quantity
3.1 Unless otherwise stated all prices quoted are exclusive of Value Added Tax and other Government duty or applicable tax.
3.2 All prices are subject to revision without notice and will be invoiced at prices ruling at the date of invoice.
3.3 The Company will not accept any claims for incorrect Value Added Tax on sales invoices unless those claims are made within a three year period from the date of the invoice containing the incorrect Value Added Tax amount.
4.1 All sums become due and payable under these Terms and Conditions 30 days from date of invoice unless otherwise explicitly agreed. Payment shall be made by electronic banking methods (Bacs/Chaps) and shall be deemed to have been made once the Company is in receipt of cleared funds.
4.2 The time of payment shall be of the essence of the Contract.
4.3 Without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge interest in an amount equal to five percent (5%) above the base bank rate of Germany on all amounts owed to the company and not paid when due. Such interest to accrue on a daily basis until payment is made, whether before or after any judgment.
4.4 All sums become due and payable under these Terms & Conditions, with the Company in receipt of cleared funds, 30 days from date of invoice.
4.5 The Company reserves the right to withdraw credit facilities at any time.
4.6 In the event that:
4.6.1 the Buyer makes any voluntary arrangement with its creditors or becomes insolvent or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or has a winding up petition made or passes a resolution for voluntary winding up or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
4.6.2 an encumbrancer takes possession, or a receiver or a liquidator is appointed, of any of the property or assets of the Buyer; or
4.6.3 the Buyer ceases or threatens to cease, to carry on business; or
4.6.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or
4.6.5 the Buyer commits a material or serious breach of the Contract, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract or any other contract which the Company may have with the Buyer without any liability to the Buyer and all sums owing to the Company on any account shall become due and payable forthwith without requirement for any notice given notwithstanding any previous arrangement or agreement to the contrary.
5.1 Acceptance of the Buyer’s order is subject to supplies of the Goods being available and unsold.
5.2 The Buyer shall determine a suitable place to receive delivery and shall be responsible for the security of that delivery area. The Company shall deliver to the requested place only if in the Company’s opinion it is suitable, safe and secure and only to:
5.2.1 a holder of a wholesale dealer's license relating to those goods;
5.2.2 a holder of an authorization granted by the competent authority of another EEA State authorizing the supply of those Goods by way of wholesale dealing;
5.2.3 any person who may lawfully sell those Goods by retail or who may lawfully supply them in circumstances corresponding to retail sale; or
5.2.4 any person who may lawfully administer those Goods.
5.3 Delivery dates are estimates only and time of delivery is not of the essence of the Contract. If no dates are so specified, delivery shall be within a reasonable time.
5.4 If Goods have not been delivered by the 3rd working day following the date of invoice then written notice of such non-delivery must be given by the Buyer to the Company forthwith.
5.5 The Company shall not be liable for any loss, costs, damages, charges or expenses whatsoever or howsoever arising caused directly or indirectly by any late or non-delivery of the Goods.
5.6 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
5.7 Each instalment shall be a separate Contract and no cancellation or termination of any one contract relating to an instalment shall entitle the buyer to repudiate or cancel any other Contract or instalment.
5.8 The Buyer shall either itself or by its duly authorized representative sign the delivery note as acknowledgement of full delivery. On delivery to the address nominated by the Buyer the Company shall be entitled to assume that any signature given is that of a duly authorized representative.
5.9 The Company reserves the right to make a carriage charge on all urgent deliveries made the day following order at the request of the Buyer.
5.10 The Company shall have the right to cancel or delay deliveries or to reduce the amount delivered if the Company is prevented from or hindered in or delayed in supplying or delivering by the normal route or means of delivery of the Goods of the description covered by the Buyer’s order through any circumstances beyond its reasonable control, including but not limited to failures on the part of it's supplier, strikes. Lock-outs, accidents, reductions or unavailability of power at a manufacturing plant, break-down of plant or machinery, or shortage or unavailability of the Goods from the normal source or route of supply. The Company shall be under no liability arising out of such failure to deliver.
6.1 The Company shall have no liability for any defects or shortages that would be apparent on careful inspection on delivery unless a written complaint is delivered electronically, by email or fax, to the Company within 3 working days of delivery detailing the alleged defect or shortage (together with delivery note number and order number). The Buyer must retain all damaged Goods and/or packaging for inspection by the company and for collection by the Company.
6.2 The Company’s liability in respect of defects or shortages shall be limited to replacing or giving credit for such Goods as determined by the Company.
7.1 Legal and beneficial title to the Goods shall pass to the Buyer on the later of payment in full of the price for the Goods and payment in full of every other sum whatsoever which is due from the Buyer to the Company whether under the Contract or otherwise howsoever. The Buyer shall during such time keep the Goods separate from the Buyer's goods and identified as the Company’s and the Buyer shall keep the goods on a fiduciary basis as bailee for and on behalf of the Company until title passes.
7.2 Clause 7.1 shall not prevent the Buyer from agreeing to sell the Goods and in the event of such agreement title to the Goods shall remain with the Company until such time as title to the Goods is to pass to the sub-purchaser under the terms of the said agreement.
7.3 If the Buyer shall default in payment on the due date or if any event specified in clause 4.6 shall occur in relation to the Buyer the Company shall be entitled (without prejudice to its other rights under these Terms and Conditions) at any time before title to the Goods passes from the Company to enter upon any land or premises where the Goods are situated for the time being to recover the Goods.
7.4 The risk in the Goods shall pass to the Buyer at the point of delivery, which, in the case of the delivery by the Company, shall be the point at which the Goods are off loaded from the Company’s or Carrier’s vehicle at the address specified by the Buyer, or, where the Buyer undertakes to collect the Goods, at the point of loading of the Goods onto the vehicles nominated by the Buyer. The Company shall, notwithstanding that legal and beneficial title in the Goods is retained by the Company as stated above, above, have no responsibility in respect of the safe custody of the Goods thereafter. Accordingly, the Buyer should insure the Goods against such risks (if any) that the buyer thinks appropriate.
7.5 Until such time as title in the Goods passes to the Buyer, the Buyer will insure the Goods on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
7.6 In the absence of written advice from the Buyer to the Company in accordance with clause 6.1 above, the Goods shall be deemed to have been delivered and accepted by the Buyer complete and in a satisfactory condition save for any defects or shortages that would not be apparent on careful inspection on delivery.
8.1 The Company warrants that the Goods are of satisfactory quality.
8.2 The Company shall have no further liability in respect of the Goods or any defects therein and all representations, conditions, guarantees and warranties whether express or implied by law as to the quality of the Goods or their fitness for a particular purpose or otherwise are expressly excluded except insofar as such exclusion is prevented by law.
8.3 Nothing in these Terms and Conditions shall be deemed to limit or exclude the liability of either the Company or the Buyer for death or personal injury caused by their negligence, or for fraud.
8.4 The Company’s liability in respect of the Goods hereunder (whether arising by reason of breach of this contract or under the general law of misrepresentation, tort (including without limitation negligence) or contract), subject to Clause 8.3 above, shall in no event exceed the purchase price of the Goods nor extend to the Buyer's loss of profits (whether direct, indirect or consequential), increased cost of working or any other financial loss.
Any Goods which are to be returned to the Company must be retained by the Buyer for collection by the Company. Goods may only be returned to the Company by the Buyer for the following reasons:
Where the Goods or packages are alleged to be faulty. In these cases the following conditions will apply. In the event of such conditions not being met, the Company reserves the right to refuse to collect Returns to correct an error in delivery or ordering
9.1 The error in delivery or ordering must be reported to the Company within three working days of receipt: Goods requiring temperature controlled storage may only be returned to correct a delivery error and the Buyer must supply before return written confirmation of the following: • The Goods are in perfect original condition in their originally supplied containers, which show no evidence of having been tampered with. • Remaining shelf life is acceptable • The Goods have been stored correctly according to the manufacturer's recommendations whilst on the Buyer’s premises.
9.2 To be considered for return, the Buyer must sign a copy of the Company’s “Return Note” on collection of the Goods by the Company's driver. Returns in response to a product or batch recall instigated by a manufacturer or regulatory authority
9.3 The product license holder shall be responsible for the recall arrangements for a medicinal product and Goods will only be accepted according to the specific instructions relating to the circumstances surrounding each recall. The Company shall communicate such instructions to the Buyer.
9.4 The Buyer must sign a copy of the Company’s “Return Note” on collection of the Goods by the Company’s driver.
9.5 Goods must be packed separately and clearly identified as returns relating to a product or batch recall.
9.6 The Company’s depot will only issue credit as authorized by the manufacturer and at such time as specified by the manufacturer. Returns because a product or package is alleged to be faulty
9.7 In the case of alleged faulty packaging the following procedure will apply (a)The Buyer must sign on collection of the Goods by the Company’s driver a copy of the Company’s “Return Note”. (b)Goods must be packed separately and handed to the Company’s driver with a request that they should be passed to the Company’s Quality Manager as soon as delivery is made to the depot.
9.8 Where a product is alleged to be faulty the procedure in
9.7 will be followed, but in addition details of the alleged fault should be telephoned to the Company so that the manufacturer is alerted as quickly as possible. This is no way precludes the Buyer from dealing direct with the manufacturer on the grounds of patient safety or as the Buyer may otherwise be entitled by law.
10.1 Any notice to be given hereunder to the Company under these Terms and Conditions shall be made in writing to the Customer Services Department of the Company at the address specified on the delivery note and shall be deemed to have been served, if sent by post, 48 hours after posting or, if by facsimile transmission, at the time of sending.
The Contract and these Standard Terms and Conditions shall be governed by German law and the Company and the Buyer shall submit to the non-exclusive jurisdiction of the German courts.
12.1 The Company may sub-contract its obligations under the Contract or any part of them to any person, firm or company
12.2 The Contract is personal to the Buyer and shall not be assigned to any third party without the Company’s prior written consent.
The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.
14.1 The failure by the Company to enforce any right or provision contained in these Terms and Conditions shall not constitute a waiver of that right or provision.
14.2 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts by any person that is not a party to it.