1. Our deliveries, services and quotations shall be carried out expressly on the basis of the following conditions. These shall also apply to all future
business relations even if agreement to such is not expressly repeated. These conditions shall be deemed to have been accepted at the latest
upon taking delivery of the goods or services. Counter confirmations on the part of the Buyer referring to his terms of business is hereby
contradicted,. Any deviation from these conditions shall only be effective if such are confirmed by us in writing.
2. We point out that any data concerning the Buyer and business transacted with him shall be processed by us within the meaning of the German
Data Protection Act.
1. Unless otherwise expressly stated, our quotations shall be without obligation. Samples and specimens shall be for guidance only and be without
any commitment. Sales contracts and agreements shall only become binding on the basis of our written order confirmation or through our delivery,
with our invoice in the latter case substituting the order confirmation.
2. In placing orders the often used expression "as previously supplied" shall in all cases refer to design only and not to price. The only acceptable
product description shall be the PHARMACHEMICALS article name. Additional references to customer article names shall not be binding.
3. Any technical advice, verbal or written, provided by us in respect of application shall not be binding - also in relation to any property rights of
third parties - and shall not release the Buyer from examining our products with regard to their suitability for the processes and purposes for which
he intends to use them.
1. Unless otherwise agreed, our prices shall be understood to mean ex works or warehouse, carriage or value
(added tax at the rate applicable on the day of delivery).
2. Unless otherwise expressly stated, the prices shall be given without obligation and based on current cost factors. Should there be any changes
in these cost factors before the date of delivery, e.g. due to price increases for raw materials or wage increases, we shall reserve the right to
adjust our prices accordingly.
1. Unless different terms of payment have been agreed upon by separate contract, the following shall apply: net payment within 30 days of the
date of invoice (excluding the costs of packaging’s, carriage and similar costs), Payment must be rendered irrespective of any notification of
defects. The place of performance in respect of payment shall be Hamburg.
2. Unless otherwise stated, it shall be admissible to retain or set off payments only if the buyer's counter claim is undisputed or found to be legally
3. Default shall occur without prior request for payment if the period allowed for payment is exceeded. Default shall also occur if the buyer does
not pay after having received a reminder following the due date of the purchase price.
4. In the event of default of payment, all current accounts and the sums of all bills shall become due immediately and enforceable. It the terms of
payment are not observed or in the event of circumstances occurring that are capable of impairing the credit worthiness of the Buyer, we shall be
entitled to render immediately payable our entire receivables, regardless of the term of any bill discounted and not yet payable. Furthermore, we
shall be entitled to effect any outstanding shipments only against advance payment or the provision of security. If advance payments are not made
or security not provided after setting an appropriate period, we shall be entitled to withdraw from the contract in respect of any services or
deliveries still outstanding, with the result that all claims shall expire on the part of Buyer in relation to those shipments not yet effected.
5. We shall be entitled to set off all receivables that are due to us from the Buyer against all receivables demanded from us by the Buyer on the
grounds delivery or other causes in law.
1. We shall retain the right of title to any goods until such time as full payment is received for all accounts receivable from the Buyer, including any
receivables which may arise in future from the business relationship.
2. Goods under retention of title and supplied by us shall always be processed and converted to the exclusion of any acquisition of title under
Section 950 of the German Civil Code on our behalf but without incurring any commitment on our part. The goods processed shall serve as our
security only in the amount of the value of the goods under retention of title. In the event of any processing by the Buyer with goods not belonging
to us, we shall have the right of co-title to the new product in the ratio of the value of goods supplied by us (invoiced value) with the result that this
new product is then subject to retention of title within the meaning of these conditions.
3. The Buyer shall be entitled to process and to sell the goods under retention of title in the orderly course of business.
4. The Buyer shall hereby assign to us by way of security all receivables due to him, including balances receivable from current account
agreements, any treatment, processing or incorporation of those goods supplied by us; this shall apply equally to claims of the Buyer arising from
any other cause in law (insurance, tort etc.) in respect of the goods under retention of title. Assignment shall in each case be restricted to the
value, as indicated in our invoices, of the goods delivered. Should the Buyer's customer have effectively excluded the assignment of receivables,
the Buyer and ourselves shall, within our internal relationship, act as if the afore-mentioned receivables of any type assigned to us in advance
have been effectively assigned to us. We shall be authorized by the Buyer to assert the amount receivable in his name for our account as soon as
the Buyer is no longer entitled, in accordance with the arrangement set out below, to collect the amount receivable in his own name.
5. We irrevocably authorize the Buyer to collect the receivables assigned to us for own account and in his name. As soon as the Buyer fails to
meet any obligation to us or any circumstance specified in Item IV.5 arises, the Buyer shall, at our request, disclose the assignment and furnish us
with the necessary information and documents. We shall also be entitled to notify the Buyer's debtors of the assignment directly and to demand
payment from them.
6. Once delivered, the goods must neither be pledged nor assigned by way of security without our consent. In the event of third parties' acts aimed
at obtaining the goods under retention of title, the Buyer shall draw attention to our title, inform us without delay and provide us with any assistance
that is necessary to safeguard our rights.
7. In the event of the Buyer acting in breach of contract - in particular default in payment - we shall be entitled to assert our retention of title and to
demand the immediate surrender of the goods under retention of title and, by ourselves or through agents, obtain their direct possession or, if
necessary, to demand assignment of the Buyer's claims for the return of the goods from third parties. Asserting the retention of title shall not
involve withdrawing from the contract.
8. If the value of securities existing in our favour exceed our receivables by total of more than 20 %, we shall, at the Buyer's request, undertake in
this respect to release securities of our choice.
9. The Buyer shall adequately insure all goods under retention of title against fire and theft. Any claims for damages against the insurers shall
hereby be assigned to us in the amount of the value of goods under retention of title.
1. The place of performance in respect of deliveries shall be Hamburg or the seat of the plant or warehouse instructed to make the delivery. The
periods of delivery and performance shall be met if, until such time as they expire, the item of delivery has left the plant or notice has been given
that it is ready for dispatch or the service has been performed.
2. The period of delivery and performance shall be extended by a reasonable amount of time in the event of measures being taken as the result of
industrial action, in particular strikes and lock-outs, as well as the occurrence of unforeseen obstacles beyond our control insofar as such
obstacles verifiably yield a significant influence on the production or delivery of the item of sale or on the performance of the service requested.
This shall also apply if such circumstances occur at our supplier or if we ourselves are inadequately supplied with primary material through no fault
of our own or if such circumstances arise while we are in default. In the event of the time limit being exceeded for a prolonged period, we and -
after first granting a period of grace - the Buyer shall be entitled to withdraw from the contract. In important cases, we shall notify the Buyer at the
earliest possible moment of the time at which such obstacles commence and terminate.
3. Shipments and services (the fulfillment of contract) shall be under the proviso that fulfillment is not being restricted by any national or
international regulations, particularly export control regulations and embargoes or any other restrictions. The contracting parties shall obligate
themselves to provide all information and documentation needed for the export/ domestic shipment/import. Delays caused by export checks or
licensing procedures shall override any lead times or deadlines stipulated. If any required licenses for certain items cannot be obtained, the
contract shall be considered as not concluded regarding the items in question; because of this and of above mentioned transgression of deadlines,
any claims for damages shall be excluded.
4. The buyer can annul the contract without giving notice if it finally proves impossible for us to perform all contractual services before passage of
risk. Furthermore, the buyer can annul the contract if it proves impossible for us to fulfill part of an order and he has a justified interest in refusing
partial delivery. If this is not the case, the buyer must pay that share of the contract price which covers the partial delivery. The same applies to
inability on our part. Section IX, applies to other eventualities. If the impossibility or inability occurs during the acceptance delay, or if the buyer
bears the sole responsibility or a decidedly preponderant share of it, he remains obliged to render payment.
5. If we fail to deliver on time and such results in the Buyer suffering damage, the Buyer is entitled to demand compensation for default in the form
of a lump sum. For each full week of delay, this sum will amount to 0.5% in total of the consignment which, as a result of the delay, cannot be used
punctually or in conformity with the contract. If, after the due date and in consideration
of the exceptions given in law, the Buyer sets us a reasonable deadline for delivery and this deadline is not met, the buyer is entitled to withdraw
from the contract within the terms provided for in law. Other claims arising from delayed delivery are governed exclusively in accordance with
Section IX of these Conditions.
6. Goods notified as being ready for shipment shall be called off by the Buyer immediately after expiry of delivery time; otherwise we shall have the
right to forward the goods at our option or to store the goods at our discretion on the Buyer’s account and the Buyer’s risk. The same shall apply if
dispatch cannot be effected by us for reasons beyond our control. Upon notification that goods are ready for shipment, the goods shall be deemed
to have been supplied and can be invoiced.
7. The mode of forwarding, means of shipment, transport route as well as the nature and scope of necessary protective media, the choice of
forwarder or carrier as well as packaging shall be left to our preference. This will be done at our discretion and with due care and attention to the
exclusion of any liability whatsoever. The goods shall only be insured at the express request of the Buyer and at his expense.
8. Partial deliveries are permitted. We are entitled to make excess or short deliveries of up to 10% of the quantity ordered and up to 20% in the
case of special designs. The quantity delivered is charged.
1. Unless nothing to the contrary is agreed, risk shall at all events pass to the Buyer when the goods are transferred to the forwarder or carrier,
however at the latest when they leave the plant or warehouse.
2. All complaints in respect of incomplete delivery, defective or incorrect goods must be reported to the Seller in writing without delay and at the
latest within 10 days of receiving the goods. Deliveries shall otherwise be deemed as having been approved.
In the event of materially and legally defective goods being delivered, we perform the following guarantees, while reserving Section IX and barring any further claims:
1. The customer shall only be entitled to make claims for faults if all legal requirements to inspect the goods and to give notice of defects have
been duly met.
2. Provided that the cause of a defect already existed at the time of the passing of risk PHARMACHEMICALS at its discretion shall either have the
defect be remedied (if possible), or to perform a substitute delivery free of charge.
3. Should such substitute delivery fail, the customer may at his discretion demand a reduction of the purchase price or withdrawal from the
4. Pharmachemicals shall be liable or responsible neither for (i) the fulfilment of any requirements for goods resulting from legal, pharmaceutical or
technical regulations outside of Germany, nor for (b) defects caused by the customer (e.g. due to inappropriate storage, processing or use).
5. Any information contained in catalogues, price lists, product descriptions and in other material made available to the customer by Pharmachemicals
shall under no circumstances be regarded as a guarantee for any specific quality of the goods. Such guarantees of quality must be expressly
agreed upon in writing.
6. Claims by buyers to recover expenses necessitated by substitute delivery, especially transport, travel, labour and material costs, are
inadmissible to the extent that the expenses have been increased by a subsequent transferral of delivered goods from the buyer’s business
to another place, unless the transferral is connected to the intended use of the goods.
7. Claims of recourse made against us by buyers under section 478, German Civil Code (entrepreneur’s recourse), are recognized only insofar as
no agreement exceeding the statutory provisions for claims concerning defects exists between the buyer and his customer. No. 6 likewise applies
correspondingly to the extent of claims of recourse against us.
8. If we are required to deliver goods based on specifications, description of manufacturing processes, samples or goods provided and supplied by
the buyer, he bears the onus of avoiding any violation of third-party protective rights in the country for which the goods are destined. We will inform
the customer of whatever rights we know of. The buyer must release us from third-party claims and pay any ensuing damage. If a third party
restrains us from manufacturing or delivering goods due to protective rights claimed by him, we are entitled – without checking the legal position –
to interrupt the work pending legal clarification by the buyer and the third party. If the delay is such that we cannot reasonably be expected to keep
honouring the contract, we shall be entitled to annul it.
9. Barring any agreements to the contrary, we are obliged to deliver only within the country containing the delivery destination, unencumbered by
industrial patent rights and copyrights held by third parties. If the use of the delivered object causes industrial patent rights or copyrights to be
violated, we will in principle and at our expense procure for the buyer the right to continue using it, or ensure that the delivered object no longer
violates the rights concerned by modifying it in a manner which the buyer can reasonably be expected to accept.
10. If this cannot be done on commercially reasonable terms or within a reasonable period, the buyer will be entitled to annul the contract. Under
the above-mentioned conditions, we too are entitled to annul the contract.
11.We will furthermore release the buyer from uncontested or legally confirmed claims by the relevant holder of protective rights.
12.The obligations on our part mentioned in No. 9 are – in reservation of Section IX, – final in the event of patent or copyright violations. They exist
only if the buyer has informed us without delay of registered claims concerning patent or copyright violations, the buyer gives us reasonable support in countering the submitted claims or enables us to carry out the modifications as outlined in No. 7, all legal countermeasures, including out-of-court settlements, remain reserved to us, the legal defect does not arise from an instruction or special provision by the buyer and the buyer himself did not cause the violation of protective rights by wilfully altering the delivered object, using it in a contractually
unforeseen manner or otherwise incurring responsibility for the violation.
If the Purchaser notifies us of a use in accordance with Article 37.2 of the Regulation (EC) No. 1907/2006 of the European Parliament and the Council concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation) which requires updating the registration or substance safety data report, or another obligation under the REACH Regulation, the Purchaser shall bear all substantiated expenses. We assume no liability for any delays in delivery resulting from the notification of this use and from the fulfilment of the corresponding obligations under the REACH Regulation where such delays are beyond our control. The provisions contained in section 8 hereof shall not be affected. If, for reasons of health and safety or environmental protection, it is not possible to include this use as an identified use and if the Purchaser intends, contrary to our advice, to use the goods in a manner we have discouraged, we are entitled to withdraw from the contract.
The purchaser is not entitled to derive any rights against us from the above-mentioned arrangements
1. Damage and cost recovery claims on the part of the buyer, for whatever cause, especially for violations of contractual duties concerning
obligations and impermissible actions, are not admissible insofar as no liability is incurred in terms of No. 2 and No 3.
2. We are liable for damage other than to delivered goods – on whatever legal grounds – only in the case of
b) gross negligence by the owner / corporate units or executive employees,
c) culpable injury to life, body, health,
d) defects that we have maliciously concealed or guaranteed to be non-existent,
e) defects in the delivered goods insofar liability is incurred under product liability law for personal injury or material damage caused by privately
3. If key contractual obligations are culpably violated, we are also liable in the event of gross negligence on the part of non-executive employees
and in the event of slight negligence, limited in the last instance to damage typical under the contract and reasonably foreseeable.
In event of slight negligence relating to delayed delivery or service, the liability rule as set out in Section VI, No. 5, Sentences 1 and 2 shall
4. Statutory rules on the onus of proof remain unaffected by the above rules.
5. In relation with PHARMACHEMICALS duties of information under the terms of the Regulation (EC) No. 1907/2006 concerning the Registration,
Evaluation, Authorization and Restriction of Chemicals (REACH) PHARMACHEMICALS shall not be liable for the completeness and accuracy of
information received from its suppliers.
All rights of buyers to submit claims – for whatever cause in law – expire after 12 months. The statutorily prescribed expiry periods apply to
damage compensation claims under Section IX, No. 2 a) to e). They also apply to defective buildings or delivered items which, having been put to
their customary use in construction, are the cause of the building’s defectiveness.
1. We reserve all rights of ownership and copyrights to specifications, description of manufacturing processes, samples and similar information.
They may not be made available to third parties without our prior consent.
2. We shall, under all circumstances, claim the exclusive right of manufacture for those articles relating to specifications, description of
manufacturing processes and any product development produced by us. Unless expressly permitted, it shall neither be possible to pass on or
duplicate these documents and tools nor shall it be permitted to utilize or disclose the contents of such documents. Contravention hereof shall give
rise to a claim for damages. We reserve all rights in the event of a
patent being granted and for registrations of design. The Buyer shall guarantee that the manufacture and supply of articles made to data provided
by the Buyer do not violate the property rights of any third party. Moulds, templates and other devices shall remain our sole property, also in cases
where the Buyer is invoiced with costs or expenses in respect thereof.
1. Agreed jurisdiction for all mutual claims and obligations, including disputes arising from bills and cheques receivable, irrespective of place of
payment, shall be the Local Court (Amtsgericht) in Hamburg, irrespective of the amount in dispute.
2. If the contracting party suspends payment or if a petition is filed for insolvency proceedings against his assets or for out-of-court composition
proceedings, then PHARMACHEMICALS shall be entitled to withdraw from the contract for the part not fulfilled.
3. German law shall be applicable. Application of the United Nations Convention of 11.4.1980 regarding contracts on the international purchase of
goods shall be excluded.