Standard business conditions
1. General
The following conditions apply to all services provided by PAINT-Consult®. Deviating conditions of the contracting entity shall only apply if and as far as in the single case they are formally accepted. Changes of any kind and verbal agreements are valid, once they are explicitly accepted in writing by PAINT-Consult®. Content and scope of supply and service obligations of PAINT-Consult® are determined only through the proposal and the order confirmation and these standard business conditions.
2. Proposals, order acceptance
Only declarations issued by the owner of PAINT-Consult® relating to terms of a contract are
binding and legitimate. A PAINT-Consult® proposal is binding for a period of two months from receipt. Proposals and acceptances must, at the very least, be in writing. The verbal acceptance of a proposal assumes validity upon issue of written order confirmation by PAINT-Consult®.
3. External services
PAINT-Consult® may use the support of adequate qualified third parties for the fulfilment of the services. However, a contractual relationship exists only between PAINT-Consult® and assigned third parties.
4. Prices
All prices are net prices plus legitimate value-added taxes (VAT) and transactional taxes. Accrued costs of packaging, transport, transit insurance and other fees are charged separately. The price calculation is always a complete price. Changes or the reduction of the order to parts of the proposal require an agreement with a new calculation.
5. Time of performance
PAINT-Consult® always endeavours to finalise its services in the minimum possible time period and as required. In the case of an extension to the service time, the contracting entity will remind PAINT-Consult® in writing and set an acceptable deadline for the service. Service impairments due to force majeure, regulatory actions, strikes, riots, fire or similar disturbances interrupt the cycle of any performance deadlines. The interruption ends with the removal or the end of that disturbance.
PAINT-Consult® is committed to informing the contracting entity immediately about the beginning, reason, expected duration and anticipated end of the interruption.
Should the contracting entity delay payment, PAINT-Consult® may choose to withhold delivery of any mature service and demand payment in advance for future deliveries.
6. Acceptance, notice of complaint, warranty
The delivered service should be checked immediately by the contracting entity for completeness and plausibility. The service must be accepted by the contracting entity once it is free from significant, discernible, deficiencies. Complaints concerning evident deficiencies must be reported to PAINT-Consult® in writing within a period of two weeks, otherwise the service is considered approved and accepted. The contracting entity's warranty claims are restricted initially to supplementary performance. In the case of unsuccessful supplementary performance the contracting entity can choose either to reduce the payment or withdrawal from the contract. Indemnity claims are limited to the cases mentioned in paragraph 8. The warranty period is one year and commences upon acceptance of the service.
7. Termination
The contracting entity has the right to terminate the contract in writing if there is significant reason. In this case, the contracting entity has to refund the services and expenses incurred up to the time of termination. In the event of earlier termination, a lump sum of 20% of the rest of not provided is reimbursed by the contracting entity, wherein the contracting entity shall be at liberty to furnish evidence of actual reduced expenses of PAINT-Consult®.
8. Liability
The liability of PAINT-Consult® and its vicarious agents and assistants is limited to cases of gross negligence and intent, insofar as these are not a violation of contractual cardinal obligations. The liability amount is limited to the net order value regardless of the legal basis of liability. Liability for lost profits or indirect consequential losses is excluded. Liability for damages resulting from death, injury to the person or health is not affected by these restrictions.
The legal liability of responsibility for the proper preparation of the documents according to the national and European pharmaceutical legislation is incumbent fully upon the contracting entity. The contracting entity shall inspect the documents for specialist accuracy and completeness of information and indemnifies PAINT-Consult® in this regard from any liability towards third parties.
9. Payment, set-off
PAINT-Consult’s invoices for the contracting entity are mature and payable within 14 calendar days after receipt. Payments are without costs and free of charge. The set-off of the contracting entity may only carried out against indisputable or legally determined claims.
10. Reservation of title, rights
All rights relating to PAINT-Consult’s performed and developed concepts, such as readability testing and optimising of package inserts, are the property of PAINT-Consult®. The achieved results remain the property of PAINT-Consult® and may not be used or utilised before by the contracting entity until payment in full has been received.
11. Severability clause, place of performance, court of jurisdiction
Should one or more regulations of these standard business conditions or contracts become invalid, this does not affect the validity of the remaining declaration. In this case, the parties develop a new regulation, which is close to the economic purpose of the invalid clause and which they would have agreed if they had known the invalidity of the clause. This agreement is exclusively governed by German law. The validity of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. Court of jurisdiction and place of performance for all obligations under these standard business conditions, or in connection with the contracts, is Jena (Germany).