General Terms & Conditions

for business transactions with DG pharmaSolutions GmbH (referred to below as “DG”)

§ 1 Scope
The following contractual terms and conditions apply to all transactions between DG
and its clients. They also apply to future business relationships, also if not again expressly agreed. Alternative general terms and conditions of the client that are not expressly accepted in writing by DG, are not binding for DG even if not explicitly rejected.

§ 2 Delivery deadlines
Delivery periods or deadlines that have not been explicitly agreed in writing as binding
are non-committal. If deadlines have been agreed as binding, they shall apply at the earliest upon receipt of all the necessary documents at DG. In the event that deadlines
set by authorities are not met and DG is not responsible for the delay, the client shall not be entitled to make claims in this regard against DG. This also applies in particular if the relevant authority has not granted an extension to the deadline.

§ 3 Terms of payment
All agreed fees are net prices. Payment is due in full immediately upon receipt of the invoice, but no later than 14 days after invoice receipt. Alternative arrangements concerning due dates and discounts must be made in writing. On exceeding the payment period, the statutory provisions governing late payment apply. The client may offset only undisputed or legally established claims against DG.

The customer may exercise rights of retention only if his counter-claim is based on the same contractual relationship.

§ 4 Limitation
Client claims are time-barred after one year, provided DG has not acted with intent or malice. The statutory provisions shall otherwise apply.

§ 5 Liability
DG, its legal representatives and vicarious agents shall be liable without limitation in the event of injury to life, limb or health. DG, its representatives and vicarious agents shall otherwise be liable in the event of intent or gross negligence in accordance with the statutory provisions.

In the event of ordinary negligence, DG, its legal representatives and precarious agents shall be liable only insofar as an obligation has been breached, observance of which is
of utmost importance to fulfilling the contractual purpose (cardinal obligation).
The following thus applies:

• DG, its legal representatives and vicarious agents shall not be held responsible
  for indirect or consequential damages, especially not for a loss of profit.
• The liability is limited basically to damages that typically can be expected to
  arise within the scope of consulting contracts.
• The liability is limited to €2 million for material damages.

§ 6 Miscellaneous
The place of fulfilment is Munich. If the client is a business person, legal entity under public law or constitutes special assets governed by public law, or has no general place of jurisdiction domestically, Munich shall serve as the sole place of fulfilment for any and all disputes arising from the business relationship.
All business relationships shall be governed by the laws of the Federal Republic of Germany.
Subsequent additions or amendments to agreements must be made in writing. This also applies in the event that the requirement for the written form is waived.
Should any provision of this contract be or become either partially or wholly unenforceable or invalid, or if a gap requiring completion is identified, the validity of the remaining provisions of the respective contract shall remain unaffected. The client and DG rather shall endeavour to agree on an appropriate regulation to replace the unenforceable or invalid provision such that it best meets the economically and contractually intended aim of the inoperative provision. The same applies in the event of a gap in the contractual agreement.