General Terms and Conditions for Suppliers, Medical Writers & Agencies

§ 1 – General Provisions

  1. The General Terms and Conditions (GTC) below exclusively apply to all existing and fu-ture legal transactions between LangCor Service GmbH, Marlene-Dietrich-Strasse 5, 89231 Neu-Ulm, Germany (hereinafter "LangCor Service GmbH") and the supplier (supplier, medical writer or agency). Even without explicitly including the GTC, they ap-ply to all future orders, offers, deliveries and services within the scope of an ongoing business relationship. We hereby object to any terms and conditions to the contrary. They only apply if agreed upon in writing. Any contractual partner's terms and condi-tions do not become part of the contract either if we do not object to them again and perform the delivery/service owed under the contract without reservation.
    Our terms and conditions are freely available on our website. We can also send you the GTC free of charge at any time.

§ 2 – Aptitude and Qualification

  1. The supplier assures the accuracy of the personal information such as CV, certificates, etc. submitted to LangCor Service GmbH and affirms that it has the qualifications men-tioned in the contract.

  2. To verify this information LangCor Service GmbH is authorised to demand that the supplier presents appropriate documentation. These documents may be stored for the purposes of the contract. LangCor Service GmbH is also authorised to send these doc-uments to potential clients within the scope of specific projects.

§ 3 – Contract Conclusion

  1. Wherever possible, LangCor Service GmbH will contact the supplier to enquire about the acceptance of orders for project assignments.

  2. If the supplier has provided us with prices for the translation of a text, generation of a text or revision of a text, we are authorised to send the supplier an enquiry regarding the possibility of accepting the order on the basis of these documents.

  3. There is no obligation to accept our enquiry regarding a contract conclusion.

  4. A contract is only concluded upon our written confirmation of order.

§ 4 – Performance of the Contract

  1. The supplier must perform the service by himself/herself. The same applies to as-sociations of suppliers. Without prior approval of LangCor Service GmbH, the supplier is not authorised to consult associates or third parties for the performance of the order or in principle to disclose data without written agreement.

  2. Texts are to be generated/translated/revised with care and diligence in accordance with the principles of proper professional practice. The supplier commits itself to only submit carefully generated/translated/revised texts. As a basic principle, the supplier is not au-thorised to partial performance. LangCor Service GmbH receives the delivery in the form agreed upon in the contract and at the time of delivery stipulated in the contract.

  3. The supplier is provided with the desired form of delivery of the translation/revision or generation of texts (intended use, informationas to the linguistic style, target group, de-livery on data media, number of copies, readiness for printing, layout of the translation, authorities' requirements, check lists, etc.) as well as the information and documents required for generation/translation/revision. The supplier commits itself to translate the text to be translated into the agreed language in a professional and appropriate way and to translate it without any shortenings, additions or other changes with regard to content. The meaning of the source text is translated literally or giving the general sense accord-ing to the applicable quality standards of the translation industry of the respective language area. Communicated specific terminology implemented by the client is to be taken into account for all text generations/revisions and translations.

  4. In case of questions or ambiguity the supplier must contact LangCor Service GmbH immediately. This also applies in particular if information and documents are missing. Contacting LangCor Service GmbH's client directly is inadmissible, unless LangCor has given its written approval for this contacting. While the contractual relationship is on-going and up to 6 months after completion of the commissioned work, the supplier is obliged not to contact LangCor Service GmbH's clients, neither directly nor indirectly.

  5. For quality assurance purposes LangCor Service GmbH is authorised to carry out ran-dom checks of the texts submitted by the supplier and, if necessary, to demand partial deliveries. The supplier is not entitled to have its submitted texts checked.

§ 5 – Granting of Rights

  1. Upon submission of the translation/revision or the newly generated texts, the supplier declares that they were prepared by himself/herself and there are no third party rights to the data other than those rights to the object submitted that already existed for the re-spective project.

  2. Upon submission of the translation/revision or newly generated texts, the supplier grants LangCor Service GmbH the exclusive right to use and utilise the contractual object un-restrictedly in terms of time, area and place. This includes in particular the right to edit, change, duplicate, publish or utilise the services in any other way and all rights that are necessary for the use of the respective client's purpose of the contract.

  3. LangCor Service GmbH is authorised to grant third parties and/or transfer to third par-ties, in particular its clients, rights of use and to pass on the translation/revision or newly generated texts for free utilisation.

  4. The supplier waives its right to be referred to and/or named as author.

§ 6 – Remuneration

  1. The supplier receives the remuneration agreed upon in the respective contract for the generation/translation/revision. This remuneration is based on the number of words in the source text and in exceptional cases on the number of lines or pages. Furthermore, the prices are modified, if necessary, based on the language combination, difficulty, specialist field of the translation/revision or they are paid on a lump-sum basis. The re-muneration stated in the contract is net plus applicable turnover tax, insofar as it is chargeable by law. The remuneration will be in euros if no other currency has been agreed upon. The following definition of terms applies:

    1. words: counted in the source text
    2. lines : 55 characters
    3. pages: 30 lines

  2. At the end of the month at the latest, the supplier has to send LangCor Service GmbH a proper monthly invoice for the respective work performed showing the applicable turn-over tax or the reason for not charging VAT. The invoices are payable in each case on the 15th and at the latest on the 30th of each month.

  3. The supplier is independently responsible for paying taxes on the income earned from text generations/translations/revisions in accordance with the applicable laws.

  4. Any possible costs and expenses are considered settled with the agreed remuneration. A claim for reimbursement of the costs and expenses within the scope of the genera-tion/translation/revision according to the contract only exists if the costs and expenses are actually proven to have incurred and are set out in writing with LangCor Service GmbH.

  5. The supplier has no right to advance on costs. The supplier is not entitled to charge for partial performance either.

§ 7 – Confidentiality

  1. The supplier must treat as confidential the information about LangCor Service GmbH and/or its clients it gained knowledge about and documents and material it was provided with in the scope of the contractual relationship and commits itself to neither use nor uti-lise these without the explicit written approval nor to disclose them to third parties. Fur-thermore, the supplier must permanently delete the data immediately after final comple-tion of the order. Should the supplier have deleted the data already, but be obliged to rectify the defect, LangCor Service GmbH will provide the supplier with the data re-quired.

  2. The supplier commits itself to impose the confidentiality rules on its employees and to present the confidentiality agreement to LangCor Service GmbH upon request of LangCor Service GmbH.

§ 8 – Warranty, Delay in Performance

  1. LangCor Service GmbH has statutory warranty rights against the supplier. In case of poor performance we are entitled and obliged to allow the supplier to rectify the defect. Rectification must be completed within a reasonable period. We are also entitled to set a rectification period of 1 day. If rectification fails, we are fully entitled to the legal rights.

  2. If the supplier fails to remedy the claimed defects within a reasonable period, LangCor Service GmbH is entitled to have the defects remedied by another supplier at the sup-plier's cost or alternatively to demand a reduction of the remuneration or to withdraw from the contract.

§ 9 – Supplier Liability

  1. Insofar as the supplier is responsible for a (consequential) product damage, the supplier is obliged, upon initial request, to release LangCor Service GmbH from any third-party claims for damages insofar as they originate from its domain and organizational area.

  2. Within the scope of liability for cases of damage within the meaning of the aforemen-tioned provision, the supplier is also obliged to replace any possible expenses pursuant to §§ 683, 670 BGB [German Civil Code] and pursuant to §§ 830, 840, 426 BGB that arise as a result of or in connection with a recall campaign carried out by us. We will in-form the supplier – to the extent possible and reasonable – about the content and extent of the recall measures to be carried out and give the supplier the opportunity to make representations. Other legal claims remain unaffected.

  3. Section 2 does not apply if a mere warning concerning the use of the product is suffi-cient to avert danger.

§ 10 – Release

  1. The supplier releases LangCor Service GmbH from any third-party claims against LangCor Service GmbH on the basis of the generation/translation/revision of texts. This includes in particular claims due to the contents of the services and/or (intellectual) property rights of third parties (such as copyrights). The release also covers the absorption of costs for prosecution and defence.

§ 11 – Final Provisions

  1. Supplements to this contract have not been agreed upon. Amendments or additions have to be made in writing in order to be legally effective. The same applies to the waiver of the requirement for a written form.

  2. Should a provision of this contract be or become void or should the contract contain a loophole, the legal effectiveness of the remaining provisions remains unaffected there-of. The ineffective provision is to be replaced by an effective provision which comes closest to the economic purpose intended by the parties. The same applies in the event of a loophole in the contract.

  3. The place of jurisdiction for any disputes arising in connection with this contract or the individual transactions concluded during its fulfilment is our place of business (Neu-Ulm/Germany). However, each party to the contract is also entitled to sue the other par-ty at its general place of jurisdiction.

  4. This contract is subject to the laws of the Federal Republic of Germany.