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C.P.M.
ContractPharma GmbH & Co.
KG
Frühlingsstraße 7
83620 Feldkirchen-Westerham
GENERAL
CONDITIONS OF SALE AND DELIVERY
These
Conditions of Sale and Delivery shall apply to all orders accepted by
us. Any contrary conditions of purchase or order are not effective
unless agreed otherwise in writing. By accepting delivery of the goods,
the customer also accepts our Conditions of Sale and Delivery in any
case - notwithstanding any conditions of the customer that may be in
conflict therewith.
1. Offer
and Confirmation of Order
1.1
All our offers are not binding and without engagement, and they
are conditional upon the fact that we are able to procure the materials.
Sales contracts are only deemed to be concluded if they have been
confirmed by us in writing.
1.2
We retain ownership, title and copyright on all documents, drawings and
samples. Any use, disclosure or reproduction of documents, drawings and
samples requires our prior written approval.
2.
Customer’s Obligations
2.1 The customer shall provide free samples of the material to
manufacture and shall provide comprehensive information about the
characteristics of the product to manufacture (Product report).
2.2
Should any of the substances delivered to us be hygroscopic,
toxic, explosive, inflammable or come under the ordinance regulating
hazardous materials, this shall be notified to us in writing before
receipt of the shipment. The sender and the orderer of such a shipment
shall be jointly and severally liable to us for any damage occurring as
a result of a violation of this agreement.
2.3
The examination of our proposals for manufacture, packaging and
labelling is incumbent on the customer only, who warrants the
completeness and accuracy of its information.
2.4
We assume no warranty whatsoever for the finished or semi
finished product produced by us with regard to its therapeutical or
pharmacological properties, and we are not obliged to check whether
manufacturing formulae received by us for making up are
pharmacologically correct and appropriate, harmless or useful. This also
applies to raw materials purchased or delivered by us.
2.5 The customer shall assume sole liability that fabrication and
distribution are admissible under the medical preparations act, trade
law, patent law, trademarks law or other regulations, and it shall
indemnify us immediately from any claims of third parties which may be
raised against us for reasons of the admissibility of fabrication or
distribution.
3.
Delivery Terms
3.1 We will confirm and grant delivery terms to the best of our
judgement, but without engagement. Such terms shall commence at
conclusion of the examination whether the manufacturing instruction
given us can be carried out in the normal course of business, however
not before we have received all raw materials required for execution of
the order.
3.2
If the time limits for delivery are not kept, the customer shall
-after exceeding the time limits by 3 months- have the right to cancel
the order giving a reminder setting a deadline of 2 weeks. Any claims
for delay or non-compliance shall be excluded.
3.3
In the event of force majeure, strike, lockout or stoppage of any
kind, including failure of machinery and labour, we shall be entitled to
cancel the contract in whole or in part or extend the specified delivery
times within reasonable limits. This shall also apply if such failures
occur in the plants of our suppliers.
3.4 Should any damage or work stoppages occur in our plant for
reasons for which the customer is responsible under statutory provisions
or these Conditions, we shall be entitled to fair and reasonable
compensation.
3.5 Quantity tolerances of plus/minus 10 per cent are permitted for
all deliveries. The quantity delivered shall be paid by the customer at
the agreed unit price.
4.
Shipment
4.1
The goods are shipped at customer’s cost and risk. The risk of
accidental loss, destruction or deterioration of the goods shall pass to
the customer with his receipt of the advice that the goods are ready to
be dispatched, at the latest with the loading of the goods at our ramp.
4.2
We do not take back any packing material for transport and other
purposes according to the German Ordinance on packing material; with the
exception of Multipack Boxes.
5.
Prices and Payment Terms
5.1
Our prices are ex works excluding the outer carton, unless agreed
otherwise in writing.
5.2
Our invoices are to be paid after receipt without deduction,
unless agreed otherwise in writing. Bills of exchange and cheques will
only be accepted on account of performance; bills of exchange will only
be accepted on separate agreement and against reimbursement of expenses
and costs.
5.3
We are entitled to ask for payment in advance for our supplies.
From the 10th day after invoicing respectively from the date
for payment the customer has to pay interests at a rate of 8 per cent
points above the basic rate of the European Central Bank. The right to
claim for further damages is reserved.
5.4
The customer is not entitled to set-off, to withhold or to reduce
the purchase price, even if he has made a formal complaint for defective
quality or quantity or a counterclaim, unless such counterclaims have
become non-appealable or are not disputet by us.
5.5 lf we promised equal prices for repeated or long-term orders, we may
increase such prices in proportion to the change in pay rates or market
prices of base materials to be supplied by us.
6.
Complaints for Defective Quality or Quantity
6.1 Formal complaints for defective quality or quantity may only be
lodged against us within eight (8) days from receipt of the goods. This
also applies if we ship the goods to another consignee at the customer’s
instructions. Should the examination according to the pharmacopoeia or
equal regulation take some time, the time limit for lodging a complaint
for quality defects is deemed extended by the examination time needed.
The right to complain shall lapse and any claims shall be excluded upon
commencement of processing, repackaging or resale of the goods.
6.2 We assume no liability whatsoever for damage to, loss or
deterioration of materials furnished to us. The customer or person
handing over such materials to us for processing shall be responsible
for obtaining the corresponding insurance coverage.
6.3
lf complaints are legitimate, we may optionally either replace
the defective goods by non-defective goods or reprocess same. lf the
material processed by us was supplied by the customer, we may optionally
either process an equal quantity of new materials made available to us,
or waive the claim for payment of our service in whole or in part.
6.4 All other and more far-reaching claims against us shall be
excluded.
6.5 Warranty claims shall be excluded if a manufacturing
specification was not sent to us in time or the defect results from such
specification or the specification proves to be not feasible.
6.6
The warranty period shall be one year from the date of passing of
the risk.
7.
Retention of Title
7.1 Goods delivered by us shall remain our property until all
claims we may
have against the customer have been fully satisfied.
7.2 In the case of commission orders, we will acquire the
ownership in the raw materials supplied to us by the customer even if
the goods produced by our processing are not new. lf combined or mixed
with goods not being the seller's property, the seller will acquire
co-ownership according to Sections 947,948 BGB (German Civil Code).
7.3 The customer shall not have the right to pledge raw materials
stored on our premises or goods delivered to it, transfer ownership by
way of security or encumber them otherwise by rights of third parties.
lt shall only be entitled to resell the goods in the ordinary course of
business. lt shall assign any debts resulting therefrom to us in advance
and agree to notify the third-party debtors of such assignment if
requested by us.
7.4 While the customer discharges the debts due to us at due date, it shall
have the right to collect the assigned debts in trust. It shall pay over
to us the collected sums in the amount due to us forthwith and hold them
in safe custody separately until such time.
8. Place
of Performance and Place of Jurisdiction
8.1
Place of performance shall be Feldkirchen-Westerham.
8.2 Place of jurisdiction for all disputes arising out of or in connection
with a supply contract shall be Munich (Landgericht München II). This
also applies to actions on dishonoured bills or cheques, regardless of
any domicile provisions.
9.
Applicable Law
Only
German law shall apply. Application of the “Uniform Sales Laws” is
expressly excluded.
10.
Final Provision
Should
any provision of these General Conditions be or become invalid or
unenforceable in whole or in part, the remaining provisions shall be
valid. In the place of an invalid provision, a valid provision is
presumed to be agreed upon by the parties, which comes economically
closest to the one actually agreed upon.
Feldkirchen-Westerham
(Status: April 2004) | 
