Chemisch-pharmazeutisches Labor, Rolf Sachse GmbH
General Terms and Conditions
A. Area of application, conclusion of contracts, bases
I. Area of application
1. The following General Terms and Conditions apply to all contractual relations between Chemisch-pharmazeutisches
Labor, Rolf Sachse GmbH (CPL) and the contractual partner in question.
General terms and conditions of the contractual partner to the contrary do not apply. These
General Terms and Conditions apply to enterprises, legal entities under public law or special
assets under public law.
2. The General Terms and Conditions apply to all deliveries, services and consultations of CPL unless a different agreement is explicitly concluded in written or text form.
II. Conclusion of contracts
1. A contract only enters into force by means of an offer and explicit acceptance. The acceptance
can be in written or text form.
2. In the case of an offer made by CPL, CPL is bound by its offer for 14 calendar days.
3. In the case of an order placed by the contractual partner a contract is deemed to have been concluded, if CPL declares its acceptance within 14 calendar days or begins with the execution of the order
III. Basis of deliveries and services
CPL will provide deliveries and services on the basis of the applicable provisions of law as well as valid norms and scientific and technical standards. Unless agreed in writing, CPL does not owe compliance with special provisions. All deliveries, services and consultations will be provided in average type and quality.
IV. Necessary contract content and performance
1. A separate contract defining the specifications and content of services is to apply to all deliveries,
services and consultations. Specifications and content of services that are not declared by
the contractual partner can be supplemented by CPL by means of commonly used specifications
and content of services. In particular, the contractual partner and CPL shall agree on performance
steps, any partial deliveries and payments, periods of delivery and provision of services
and all aspects relevant to the project. Insofar as agreements are not concluded, CPL can provide
the deliveries, services and consultations taking the interests of the contractual partner into
2. Unless otherwise agreed, CPL has the right to use processes, methods and procedures that it deems to be suitable at its own discretion at any time or to change, substitute or give up processes, methods or procedures.
B. Agreements on deliveries
I. Acceptance of deliveries
Insofar as the delivery of a work is owed, acceptance under the contract for provision of work will take place by the contractual partner partly for the contractually agreed partial services or as a whole by explicit acceptance. Acceptance is deemed to have taken place if an unconditional payment is made after a corresponding invoice was issued or no explicit complaints regarding defects are made within four weeks after the offer of acceptance. The acceptance may not be refused on the grounds of insignificant defects.
II. Termination upon deliveries
In the event that the contractual partner admissibly terminates the contract prior to completion of the agreed delivery of work on grounds beyond the control of CPL, a fixed amount is agreed for lost profit. This is calculated from the remuneration due for the part which has been terminated less expenses saved and is a fixed amount of 20 % of the remuneration outstanding. The contractual partner is at liberty to show higher and CPL lower expenses saved. The statutory provisions of law also remain applicable, in particular the right to extraordinary termination for good cause.
III. Reservation of ownership
The delivery will remain the property of CPL until payment in full. The contractual partner has the right to process and/or resell the goods in the ordinary course of business; it hereby assigns all claims against its customers or third parties amounting to the sum of the invoice to CPL that arise from resale after or before processing. The assignment may only be disclosed in cases of payment default or insolvency.
C. Agreements on services and consultation
I. Termination in the case of services and consultation
Termination is ruled out in principle for the contractually agreed period. The right of extraordinary termination for good cause is not affected.
II. Consultation services
In the case of consultation services the contractual partner is obliged to disclose all information that could be relevant for the consultation services to be provided. Insofar as this is not the case, a defectiveness of the consultation service can only be assessed on the basis of the information provided.
D. Joint agreements
I. Prices and payment
1. Prices are in principle those quoted in the offer made by CPL and confirmed by the contractual
partner. In the event that there is no confirmation by the contractual partner, the price quoted is
the price customary at the place in question.
2. Prices apply, unless anything is agreed to the contrary, EXW pursuant to the 2010 Incoterms excluding shipping packaging, insurance, value-added tax and customs duties.
3. Contractual partners that are concluding a contract with CPL for the first time as well as contractual partners domiciled outside Germany are required to pay in advance or furnish an irrevocable bank L/C. CPL can refuse to begin provision of work and services if this condition has not yet been fulfilled.
4. Invoices are due and payable within 14 days. Deduction of discounts for prompt payments is, unless permitted in the invoice, inadmissible. Charges for monetary transactions will be paid by the contractual partner.
5. In the case of default, the outstanding amount will be subject to interest at a rate of 8 % above the Base Interest Rate p.a. In the case of default, CPL can exercise a right of retention with regard to other goods and services for the same contractual partner.
6. The contractual partner is only entitled to offset if his counterclaim is either established as final and absolute or recognized. Rights of retention are only admissible if they are from the same contractual relationship. The commercial rights of retention and satisfaction pursuant to Sections 369-372 Handelsgesetzbuch (Commercial Code) are unaffected by the above.
7. In the case of occurrence of grounds for insolvency of the contractual partner or the threat of insolvency, CPL has the right to withdraw from the contract.
II. Periods of services, amendments to services
1. Periods of delivery and services are only deemed to be binding if they were explicitly agreed
to be binding. Furthermore, the contractual partner must have discharged its duty to perform in
advance and duties of cooperation on time and in full.
2. In the event that the contractual partner defaults on acceptance or defaults on its duty to perform or duties of cooperation or in the case of the latter culpable defective performance, CPL can demand compensation for the damage and additional expenses incurred. The risk of accidental destruction or accidental deterioration will pass to the contractual partner in such cases.
3. In the case of delivery default for which CPL is answerable, CPL has liability limited to the predictable damage typical of the contract under the statutory provisions,
a. insofar as the underlying contract is a transaction to be settled by a fixed date,
b. insofar as the interest on the further performance of the contract by the contractual partner has fallen away legitimately or
c. insofar as the default on delivery is based on culpable infringement of an essential contractual duty by CPL.
4. If a delivery or provision of services cannot be provided at the agreed time for technical reasons, reasons of method, force majeure or other reasons for which CPL is not answerable, the contractual partner is to be notified of this without delay. If necessary, CPL or the contractual partner can demand an adjustment of the contractual services and remuneration for these reasons.
1. All information irrespective of the kind that the contractual partners receive from and about
each other is to be treated as confidential unless anything to the contrary is agreed explicitly or
arises from the purpose of the contract.
2. The contractual partner will ensure confidentiality where applicable by agreements with third parties that are included in the sphere of the contract by it.
IV. Industrial property rights and exclusiveness
1. Industrial property rights that are employed by CPL in the context of provision of services will
- unless anything to the contrary is agreed explicitly or this arises from the contract - remain
with CPL free of charge. In the other cases named, the contractual partner will indemnify CPL
against all obligations arising from industrial property law, in particular in the case of employee
2. In principle the contractual partner shall ensure that no industrial property rights of third parties are infringed by the conclusion of the contract. Insofar the contractual partner will indemnify CPL against claims by third parties at the first request. This paragraph will not apply if the subject matter of the contract is industrial property rights of CPL.
3. Insofar as licences are required for the performance of the contract, the costs will be borne by the contractual partners.
4. In principle CPL shall provide work and services on a non-exclusive basis. An agreement on exclusiveness will require the written form.
V. Warranty and liability
1. CPL is not responsible for the correctness, fitness for purpose, suitability, in particular for
licensing as a drug, effectiveness or safety in the case of deliveries and services unless the deliveries
and services were not provided in accordance with specifications.
2. Insofar as an item supplied has a defect, CPL has the right, at its choosing, to provide subsequent performance in the form of remedy of the defect or supply a defect-free item. Insofar as a service is faulty, CPL has the right to subsequent performance in the form of a new service. In the event that subsequent performance fails, the contractual partner has the right to choose either withdrawal or reduction in price.
3. A complaint is to be made about manifest defects without delay and at the latest within seven calendar days in writing or in textual form. A complaint about concealed defects is to be made after their discovery without delay, at the latest within one year of provision of the delivery or service, in writing or in textual form.
4. CPL accepts liability under the statutory provisions of law insofar as the contractual partner asserts claims for damages arising from defects caused by intent or negligence. CPL will be liable for foreseeable damage typical of the contract. Insofar as damage is not covered by the business or product liability insurance on its merits, liability for the damage will be limited to the insured amount of the insurance, which may not be under €3,000,000.00 per case of damage. Furthermore, liability is limited to the value of the contract. Apart from this, no liability will be accepted.
5. Liability on account of culpable injury to life or limb, damage to health as well as due to intent and the mandatory provisions of the Produkthaftungsgesetz (Product Liability Act) remain unaffected.
6. Further-reaching liability for damages is ruled out regardless of the legal nature of the claim asserted. The contractual partner has sole responsibility towards third parties for products offered for sale. The contractual partner waives its right of recourse in all cases of damage under the pharmaceuticals and general product liability insurance and indemnifies CPL against claims to damages by third parties at the first request.
The deliveries and services are explicitly destined for the agreed countries of destination. Insofar as the contractual partner intends further export/import to another country, the consent of CPL is to be obtained. Provided that the consent of CPL has been obtained, the contractual partners will indemnify CPL against damages to be paid to third parties that exceed the liability arising from a warranty or liability pursuant to Part V. of these General Term and Conditions. The contractual partner will indemnify CPL against all claims of third parties in the country of destination in all other cases. The contractual partner covenants that it will impose these obligations on its contractual partners regarding the work and services provided.
E. Final provisions
I. Limitation of claims
All claims will become time barred within one year of the delivery or service unless longer periods of limitation are mandatory by law.
II. Applicable law, language, place of performance, jurisdiction
1. Ousting the UN Convention on the International Sale of Goods (CISG), German law shall apply.
2. In cases of doubt, the German language version of the General Terms and Conditions will apply.
3. The place of performance is, unless anything is agreed to the contrary, Berlin.
4. The place of jurisdiction is Berlin.
III. Saving clause
In the event that individual provisions of these General Terms and Conditions are without legal force or cannot be implemented, the remaining provisions will still have legal force. The provision that is without legal force or cannot be implemented will be replaced be the statutory provision unless CPL and the contractual partner reach an agreement to the contrary.
Last updated 11/2013