Terms & Conditions
General Terms and Conditions (GTC) for Chemical-Technical Consulting and Formulation Development Services
Status: September 2026
1. Scope of Application & Subject of Contract
1. These General Terms and Conditions (GTC) apply to all contracts regarding consulting, development, and laboratory services between [Your Company Name] (hereinafter referred to as the "Consultant") and the Client.
2. The scope of services includes, in particular, technical consulting, analysis, optimization, and formulation development in the field of aqueous polymer dispersions (e.g., acrylic and styrene-acrylic systems), pigment preparations, printing inks, and related chemical systems.
3. Unless explicitly agreed otherwise in writing, all contracts are contracts for services (Dienstvertrag). The subject of the contract is the performance of the agreed consulting and development services using reasonable skill and care, not the achievement of a specific economic, technical, or commercial result.
4. Deviating or supplementary terms and conditions of the Client shall not become part of the contract unless the Consultant expressly agrees to their validity in writing.
2. Performance of Services & Laboratory Samples
1. The Consultant shall render services in accordance with the current state of science and technology and with customary professional diligence ("reasonable endeavors").
2. Insofar as laboratory samples, trial mixtures, or prototypes ("Samples") are prepared during the consultation, these serve exclusively for exemplary illustration on a laboratory or experimental scale.
3. Scale-Up Disclaimer: The Consultant provides no warranty or guarantee that results, properties, or formulations achieved on a laboratory scale can be transferred 1:1 to an industrial production scale (scale-up) without adjustment. The transfer to industrial production facilities and commercial manufacturing is the sole responsibility of the Client.
3. Obligations and Duties of the Client
1. The Client shall support the Consultant fully and free of charge in the performance of the contractual services.
2. The Client shall provide the Consultant in a timely and complete manner with all information, specifications, Safety Data Sheets (SDS according to REACH/GHS), and raw material samples necessary for formulation development or consulting.
3. The Client guarantees that any raw material samples, data, or specifications provided are free of third-party rights and that their use within the scope of the project does not violate statutory or regulatory provisions.
4. Testing Obligation: The Client is obliged to thoroughly test all formulations, trial samples, and technical recommendations provided by the Consultant for suitability, quality, safety, and regulatory compliance for the intended use prior to implementing them in commercial mass production or placing them on the market.
4. Intellectual Property, Know-How & Usage Rights
1. All rights to pre-existing expert knowledge (know-how), general chemical base technologies, testing methods, and manufacturing processes brought in or utilized by the Consultant prior to or during the performance of the contract shall remain the sole property of the Consultant.
2. Upon full payment of the agreed remuneration, the Client shall receive a non-exclusive, perpetual, worldwide right to use the specific custom formulation newly developed specifically for the Client for its own internal business operations.
3. The Consultant retains the right to freely use general technical know-how, non-client-specific chemical base formulations, and methods acquired during the project for other projects, provided that no trade or business secrets of the Client are violated.
5. Remuneration, Expenses & Terms of Payment
1. Services shall be billed on the basis of the agreed daily rates, hourly rates, or fixed prices. All prices are net prices exclusive of applicable statutory Value Added Tax (VAT).
2. Out-of-pocket expenses and incidental costs (e.g., travel expenses, accommodation, external laboratory analyses, procurement of raw materials for samples) shall be invoiced separately at cost or as agreed.
3. Unless otherwise agreed, invoices are due and payable within 14 days from the date of the invoice without deduction.
4. For extensive development projects, the Consultant reserves the right to request reasonable advance payments or milestone installments.
6. Limitation of Liability & Indemnification
1. The Consultant shall be liable without limitation for damages resulting from injury to life, body, or health caused by intentional or negligent breach of duty, as well as for damages caused by intent or gross negligence.
2. In cases of slight negligence, the Consultant shall only be liable for the breach of an essential contractual obligation (cardinal duty). In such cases, the liability of the Consultant shall be strictly limited to the foreseeable, direct damage typical for this type of contract.
3. Cap on Liability: To the maximum extent permitted by law, the Consultant’s total aggregate liability for any claims arising out of or related to the contract (whether in contract, tort, or otherwise) shall be limited to the total fees paid by the Client for the specific order (or up to the maximum coverage amount of the Consultant's professional liability insurance).
4. Exclusion of Consequential Damages: In no event shall the Consultant be liable to the Client or any third party for any loss of profit, loss of production, business interruption, product recall costs, loss of data, or any other indirect, incidental, special, or consequential damages arising out of the use of the advised formulations or products.
5. Indemnification: The Client shall indemnify and hold harmless the Consultant from and against all third-party claims, liabilities, damages, and costs arising out of or in connection with the commercialization, distribution, or use of end products manufactured using the Consultant's services or formulations.
7. Confidentiality
1. Both parties agree to maintain strict confidentiality regarding all trade secrets, formulations, chemical compositions, and business information disclosed during the collaboration, and not to disclose such information to third parties without prior written consent.
2. This obligation shall not apply to information that is demonstrably publicly known, was already known to the receiving party prior to disclosure, or was lawfully acquired from a third party without a confidentiality obligation.
8. Governing Law and Jurisdiction
1. These GTC and all agreements between the Consultant and the Client shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be the business location of the Consultant, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
3. Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
Status: September 2026
1. Scope of Application & Subject of Contract
1. These General Terms and Conditions (GTC) apply to all contracts regarding consulting, development, and laboratory services between [Your Company Name] (hereinafter referred to as the "Consultant") and the Client.
2. The scope of services includes, in particular, technical consulting, analysis, optimization, and formulation development in the field of aqueous polymer dispersions (e.g., acrylic and styrene-acrylic systems), pigment preparations, printing inks, and related chemical systems.
3. Unless explicitly agreed otherwise in writing, all contracts are contracts for services (Dienstvertrag). The subject of the contract is the performance of the agreed consulting and development services using reasonable skill and care, not the achievement of a specific economic, technical, or commercial result.
4. Deviating or supplementary terms and conditions of the Client shall not become part of the contract unless the Consultant expressly agrees to their validity in writing.
2. Performance of Services & Laboratory Samples
1. The Consultant shall render services in accordance with the current state of science and technology and with customary professional diligence ("reasonable endeavors").
2. Insofar as laboratory samples, trial mixtures, or prototypes ("Samples") are prepared during the consultation, these serve exclusively for exemplary illustration on a laboratory or experimental scale.
3. Scale-Up Disclaimer: The Consultant provides no warranty or guarantee that results, properties, or formulations achieved on a laboratory scale can be transferred 1:1 to an industrial production scale (scale-up) without adjustment. The transfer to industrial production facilities and commercial manufacturing is the sole responsibility of the Client.
3. Obligations and Duties of the Client
1. The Client shall support the Consultant fully and free of charge in the performance of the contractual services.
2. The Client shall provide the Consultant in a timely and complete manner with all information, specifications, Safety Data Sheets (SDS according to REACH/GHS), and raw material samples necessary for formulation development or consulting.
3. The Client guarantees that any raw material samples, data, or specifications provided are free of third-party rights and that their use within the scope of the project does not violate statutory or regulatory provisions.
4. Testing Obligation: The Client is obliged to thoroughly test all formulations, trial samples, and technical recommendations provided by the Consultant for suitability, quality, safety, and regulatory compliance for the intended use prior to implementing them in commercial mass production or placing them on the market.
4. Intellectual Property, Know-How & Usage Rights
1. All rights to pre-existing expert knowledge (know-how), general chemical base technologies, testing methods, and manufacturing processes brought in or utilized by the Consultant prior to or during the performance of the contract shall remain the sole property of the Consultant.
2. Upon full payment of the agreed remuneration, the Client shall receive a non-exclusive, perpetual, worldwide right to use the specific custom formulation newly developed specifically for the Client for its own internal business operations.
3. The Consultant retains the right to freely use general technical know-how, non-client-specific chemical base formulations, and methods acquired during the project for other projects, provided that no trade or business secrets of the Client are violated.
5. Remuneration, Expenses & Terms of Payment
1. Services shall be billed on the basis of the agreed daily rates, hourly rates, or fixed prices. All prices are net prices exclusive of applicable statutory Value Added Tax (VAT).
2. Out-of-pocket expenses and incidental costs (e.g., travel expenses, accommodation, external laboratory analyses, procurement of raw materials for samples) shall be invoiced separately at cost or as agreed.
3. Unless otherwise agreed, invoices are due and payable within 14 days from the date of the invoice without deduction.
4. For extensive development projects, the Consultant reserves the right to request reasonable advance payments or milestone installments.
6. Limitation of Liability & Indemnification
1. The Consultant shall be liable without limitation for damages resulting from injury to life, body, or health caused by intentional or negligent breach of duty, as well as for damages caused by intent or gross negligence.
2. In cases of slight negligence, the Consultant shall only be liable for the breach of an essential contractual obligation (cardinal duty). In such cases, the liability of the Consultant shall be strictly limited to the foreseeable, direct damage typical for this type of contract.
3. Cap on Liability: To the maximum extent permitted by law, the Consultant’s total aggregate liability for any claims arising out of or related to the contract (whether in contract, tort, or otherwise) shall be limited to the total fees paid by the Client for the specific order (or up to the maximum coverage amount of the Consultant's professional liability insurance).
4. Exclusion of Consequential Damages: In no event shall the Consultant be liable to the Client or any third party for any loss of profit, loss of production, business interruption, product recall costs, loss of data, or any other indirect, incidental, special, or consequential damages arising out of the use of the advised formulations or products.
5. Indemnification: The Client shall indemnify and hold harmless the Consultant from and against all third-party claims, liabilities, damages, and costs arising out of or in connection with the commercialization, distribution, or use of end products manufactured using the Consultant's services or formulations.
7. Confidentiality
1. Both parties agree to maintain strict confidentiality regarding all trade secrets, formulations, chemical compositions, and business information disclosed during the collaboration, and not to disclose such information to third parties without prior written consent.
2. This obligation shall not apply to information that is demonstrably publicly known, was already known to the receiving party prior to disclosure, or was lawfully acquired from a third party without a confidentiality obligation.
8. Governing Law and Jurisdiction
1. These GTC and all agreements between the Consultant and the Client shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be the business location of the Consultant, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
3. Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
If you have questions? Please contact us.
sp³consulting
Struthstrasse 1d - Industriepark
DE-63607 Waechtersbach (Germany)
Phone : +496050-3077524 | E-mail : service@sp3c.com
VAT id. # DE292209070 | EORI id # DE957864942176044
Member of CDH (Centralvereinigung Deutscher Wirtschaftsverbände für Handelsvermittlung)
sp³consulting
Struthstrasse 1d - Industriepark
DE-63607 Waechtersbach (Germany)
Phone : +496050-3077524 | E-mail : service@sp3c.com
VAT id. # DE292209070 | EORI id # DE957864942176044
Member of CDH (Centralvereinigung Deutscher Wirtschaftsverbände für Handelsvermittlung)
© by sp3c 2026
speciality
product | process | production
consulting
speciality
product | process | production
consulting