Terms of Service

(valid from 31.01.2017)

1. General Provisions

1.1 Deliveries and services are made exclusively on the basis of the following conditions. We do not recognize conflicting or deviating customer conditions, unless, we would have expressly agreed to their validity in writing. Our conditions also apply then, if we carry out the delivery or service to the customer without reservation in the knowledge of conflicting or deviating customer conditions.
1.2 accept, Subsidiary agreements as well as changes and additions to these terms of sale must be in writing.

2. offer and prices

2.1 Our electronic, Written or verbal offers do not constitute an offer in the legal sense, but only as an invitation to the customer to place an order.
2.2 A contract is only concluded with a written order confirmation from Thüringer Pharmaglas GmbH & Co. KG (hereinafter referred to as “TPG”.) conditions.
2.3 Our offers and order confirmations are always subject to a positive credit check of the customer and subject to timely and proper delivery to ourselves.
2.4 Our prices are net, "ex works", with VAT, unless otherwise agreed.

3. Supplies and services

3.1 The delivery period specified in the order confirmation only applies then, when all execution details have been clarified and the customer has submitted all documents to be procured by him.
3.2 If TPG defaults, the customer must grant a grace period of at least 14 set days. After this period has expired, the customer can withdraw from the contract.
3.3 We are liable according to the legal regulations, if a delay in delivery is due to a breach of contract for which we are responsible.
3.4 Partial deliveries are permitted. Ordered quantities can be up to 10 % about- or be undercut.
3.5 The delivery period is deemed to have been met with the timely notification of readiness for dispatch, if dispatch is impossible through no fault of TPG.
3.6 In the case of call orders, TPG is entitled, after the agreed acceptance date has expired, setting a 14-day grace period, to demand acceptance of the quantity not yet accepted and to invoice this or to claim damages for non-performance.

4. Acceptance and inspection of the delivery

4.1 Unless otherwise agreed, the place of performance for the delivery is the place of business of TPG. The risk passes to the customer, as soon as TPG hands over the goods to the transport company.
4.2 The customer must check the delivery for completeness immediately, to check for compliance with the delivery papers and for defects that are visible from the outside, and to assert any discernible deviations and defects immediately in writing.
4.3 Transport damage or shortages that are visible upon delivery must be noted on the transport company’s receipt in accordance with § 438 HGB to be noted.

5. Payments and Set-off

5.1 Unless other payment agreements have been made, are payments 14 days after the invoice date without any deductions. Otherwise, the terms of payment result from the order confirmation.
5.2 A payment is only then deemed to have been made, when credited to one of TPG's bank accounts.
5.3 If the customer exceeds the granted payment deadlines, so we are entitled, Default interest in the amount of 8 percentage points p. a. above the respective base interest rate according to § 288 to demand BGB. The right to assert further damage remains unaffected.
5.4 Failure to meet payment deadlines or circumstances, which become known to us after the order confirmation and justify doubts about the creditworthiness of the customer, result in the immediate payment of all our claims against the customer and entitle us, Deliveries that are still outstanding can only be made against payment in advance or, in the event of non-performance, withdraw from the contract and claim damages for non-performance.
5.5 The customer can only with legally established, counterclaims that are undisputed or recognized by us.

6. retention of title

6.1 All delivered goods remain our property until all payment obligations of the customer have been fulfilled.
6.2 When processing the reserved goods, its transformation or its connection with another thing, TPG acquires co-ownership of the new item in relation to the value of the reserved goods to the other items in accordance with § 947 BGB.
6.3 If the goods or the new product are resold, the purchase price claim to which the customer is entitled from the resale takes its place as a precaution. The customer hereby assigns to us the claims to which he is entitled from such sales with all ancillary agreements and guarantees them, that these claims were not assigned to third parties at the same time. We accept the assignment.
6.4 Pledges or security transfers of the reserved goods or. of the assigned claims are inadmissible.

7. warranty

7.1 Claims for defects by the customer are a prerequisite, that this is according to § 377 HGB owed investigation- and has duly complied with the obligation to give notice of defects. Obvious defects are immediately, Hidden defects must be reported to TPG in writing immediately after their discovery. Otherwise, the goods are considered approved and claims for defects do not apply.
7.2 Claims for material defects become statute-barred in 12 months after the fulfillment of our service, except in the case of intent, gross negligence and in connection with an injury to life, body or health.
7.3 If the goods have a defect, which already existed at the time of the transfer of risk and became time-limited- and formally reprimanded, TPG will improve or deliver replacement goods within a reasonable period of time.
7.4 Only if the supplementary performance fails, the customer can reduce the consideration or withdraw from the contract.

8. property rights

8.1 If TPG objects according to drawings, models or samples, given by the customer, has to deliver, the customer assumes responsibility for this, that the property rights of third parties are not infringed upon by the manufacture and delivery of the items.
8.2 The buyer undertakes, To indemnify TPG immediately from claims for damages by third parties and for all direct and indirect damages, arising from the violation of any property rights, to be liable.

9. Applicable Law and Jurisdiction

9.1 For all legal relationships between TPG and the customer as well as those, who are responsible for its obligations, the substantive law of the Federal Republic of Germany applies.
9.2 The application of the CISG (UN sales law) is excluded.
9.3 The place of jurisdiction for both parties is the court responsible for the place of business of TPG. TPG appears as plaintiff, legal action can also be taken at the customer's registered office.
9.4 The Thuringian Pharmaglas GmbH & Co. KG is not obliged to participate in dispute settlement procedures. In the case of disputes arising from the purchase- or service contracts are held by Thüringer Pharmaglas GmbH & Co. KG to the provisions of the Code of Civil Procedure (ZPO) fest.

10. Miscellaneous

10.1 Should one or more of the above provisions be invalid, all other provisions remain fully effective.
10.2 Instead of the invalid provisions, the statutory regulations apply.