General terms & conditions

Terms of Service

I. General

The buyer acknowledges that these general terms and conditions of “bluefrog pharma GmbH” in their currently valid version apply to all current and future contracts of the buyer with “bluefrog pharma GmbH” as seller of goods. The buyer agrees that deviations from the general terms and conditions, in particular purchasing conditions or other general terms and conditions of the buyer, are not valid without our express written confirmation and do not become part of the contract, even if we do not expressly object to them. In the event of a contradiction between provisions individually agreed in writing, e.g. in the order confirmation, on the one hand and these General Terms and Conditions on the other hand, the individually agreed provisions shall take precedence.

II. Offers

Our offers are non-binding. An order from the buyer is only considered accepted if it has been confirmed by us in writing or the delivery has been carried out.

III. Purchase price calculation / increase in taxes

a) Our prices do not include statutory sales tax.

b) The purchase price is calculated according to the quantities, weights or dimensions determined at the place of dispatch.

c) If cost-determining factors change between the time the contract is concluded and delivery, we are entitled to adjust the purchase price. Such price adjustments do not entitle the buyer to terminate the contract. Cost-determining factors are, in particular, raw material prices, wage costs, social security costs, taxes (including sales tax and other government levies), import and export duties and exchange rate changes.

IV. Payment

a) The purchase price is payable net cash on the due date. Payment deadlines generally begin on the day of the invoice date. If the due date is exceeded, the buyer is in default of payment even without a reminder. In this case, we are entitled to assert claims from the day on which the delay came into effect until the invoice has been paid in full. We reserve the right to assert further damages.

b) The buyer must reimburse us for the actual judicial and extrajudicial costs, including legal fees, which arise as a result of the buyer not fulfilling his contractual obligations in full or on time. The statutory default fee (§ 288 Para. 5 BGB) will be added.

c) Complaints about the invoicing are only permissible within the payment period. Complaints must be made in writing. Complaints do not lead to a suspension of the buyer's payment obligation.

d) Notwithstanding any instructions to the contrary by the Buyer, payments made will first be credited against the judicial and extrajudicial collection costs and the accrued interest and then against the outstanding capital amounts, starting with the oldest debt.

d) Notwithstanding any instructions to the contrary by the Buyer, payments made will first be credited against the judicial and extrajudicial collection costs and the accrued interest and then against the outstanding capital amounts, starting with the oldest debt.

V. Calculation and recovery right

a) The buyer is only entitled to set off and to assert a right of retention if his counterclaim is undisputed or has been legally established.

b) We are entitled to refuse our outstanding services from a contractual relationship if it becomes apparent after the conclusion of the contract (e.g. through an application for insolvency) that the payment claim from the respective contractual relationship is at risk due to the buyer's inability to pay. Our right to refuse performance does not apply if payment is made or security is provided for it. We are entitled to set the buyer a reasonable period of time in which he has to effect payment or provide security at his discretion in return for our performance. After the unsuccessful expiry of the period, we can withdraw from the contract.

VI. Delivery

a) Our delivery obligation is subject to the correct and timely delivery to ourselves.

b) We are entitled to make partial deliveries. Short or excess deliveries of up to 5% of the contractually agreed quantity are permitted.

c) In the event of a delay in delivery, the buyer must set us a reasonable grace period of at least two weeks.

d) Unless otherwise agreed, reusable packaging always remains our property and must be returned to us in proper condition after use. If the packaging is not returned in proper condition, we are no longer obliged to take back the reusable packaging and refund the deposit. In addition, the deposit will not be refunded if the returnable packaging provided by us is returned after the buyer has used it for more than two years. However, if the reusable packaging is large packaging (IBC), the buyer will be charged a reasonable rent in addition to the deposit, which begins 30 days after delivery. This rent will be invoiced after the IBCs have been returned.

e) The risk passes to the buyer as soon as the goods have been handed over to the transport company or when the buyer collects them when the goods are made available. This also applies if we bear the transport costs. (according to Incoterms)

f) We are entitled to refuse to load or fill the means of transport and/or packaging provided by the buyer if these do not meet the agreed safety requirements. In this case we are not liable for any costs incurred as a result of any delay.

VII. Delivery obstacles

Cases of force majeure that temporarily or permanently release our sub-suppliers from their delivery obligation also release us from our delivery obligation to the same extent. If our supply source is partially or completely lost, we are not obliged to stock up on supplies from other sub-suppliers.

VIII. Samples / Technical Advice

a) The samples provided by us as well as our technical and chemical information only serve as a general description of the goods. They do not contain any assurance of properties or any guarantee of quality or durability and do not release the buyer from examining each individual delivery.

b) Any product-related advice that we provide to the best of our knowledge is non-binding and does not exempt the buyer from checking each individual delivery for suitability for the intended use before processing.

IX. Warranty

a) The buyer must inspect the goods immediately upon receipt and report any material defects, wrong deliveries or quantity discrepancies in writing immediately, but no later than within one week of receipt. In the case of partial deliveries, this obligation of the buyer relates to each individual partial quantity.

b) The buyer must report quality defects immediately after the defect has been discovered, but no later than within three months of receipt.

c) A complaint does not entitle the buyer to withhold payments due or to refuse acceptance of further deliveries.

d) In the case of timely and justified complaints, the buyer's claims for defects are limited to the right to supplementary performance. If the supplementary performance by us fails, the buyer can reduce the purchase price or, at his option, withdraw from the contract. Claims for damages according to X. remain unaffected by this.

e) We do not guarantee that the product is free of patents or other property rights of third parties.

X. Damages / Limitation of Liability

a) Contractual and non-contractual claims for damages by the buyer due to slightly negligent breach of duty by us or our other vicarious agents are excluded. This does not apply if an obligation has been breached that is of essential importance for achieving the purpose of the contract, but our liability is limited to the foreseeable damage that is typical for the contract and amounts to a maximum of twice the invoice value of the goods concerned.

b) We are only liable for indirect damage and for damage that was not foreseeable at the time the contract was concluded in the event of gross negligence and intent.

c) The above restrictions do not apply to damage resulting from injury to life, limb or health. Mandatory statutory liability provisions remain unaffected.

XI. Retention of title

a) The delivered goods remain our property until all of our claims (including ancillary claims, claims for damages and claims from checks and bills of exchange) from the business relationship have been paid in full.

b) If the reserved goods are processed, we are considered the manufacturer and acquire ownership of the newly created products free of charge. If the reserved goods are processed, combined or mixed with goods owned by third parties, we acquire co-ownership of the products created as a result of this in the ratio of the invoice value of the reserved goods to the invoice value of the other materials. If the reserved goods are processed, combined or mixed with a main item owned by the buyer, the buyer hereby assigns his ownership rights to the new item to us.

c) All claims from the sale of goods that are our property or are in our co-ownership are assigned to us by the buyer to the full extent to secure our share of ownership. Any other assignment, including in the context of a factoring transaction, is not permitted.

d) The buyer is obliged to store the reserved goods at his own expense with the care of a prudent businessman and to insure them against the usual storage risks. He already assigns his claims from the insurance contracts to us.

e) As long as the buyer fulfills his obligations to us in accordance with the contract, he is entitled to dispose of the reserved goods in the ordinary course of business and to collect claims from the resale of the reserved goods. However, the buyer is not entitled to pledge the reserved goods or the assigned claim to third parties or to transfer them as security. The purchaser must notify us immediately of any access by third parties to the goods subject to retention of title or the assigned claims.

f) If the buyer is in default of payment, we are entitled to demand the return of the reserved goods without setting a grace period and without withdrawing from the contract. In addition, the buyer must provide us with all necessary information and documents on the stock of the reserved goods and the assigned claims as well as the assignment of claims to his customers immediately upon first request.

g) If the value of the security exceeds the sum of our claims by more than 20%, we will release the excess security at the request of the buyer at our discretion.

XII. Final Provisions

a) The law of the Federal Republic of Germany applies to contracts between the provider and the customer, excluding the UN sales law.

b) The contract remains binding in its remaining parts even if individual points are legally ineffective. In this case, we are entitled to replace the ineffective condition with another regulation that comes closest to the economic purpose of the ineffective condition and is effective.

Version March 2023