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Standard Terms and Conditions of Purchase

German Version

1. Validity

The present conditions of contract are valid for the companies Pfizer GmbH, Pfizer Pharma GmbH, Pfizer Deutschland GmbH, Gödecke GmbH, Pfizer Manufacturing Deutschland GmbH and Pfizer Manufacturing Frankfurt GmbH (each in the following: purchaser).

2. Conclusion of Agreement

All delivered goods and provided services are subject to the following terms and conditions. Orders must be placed in writing to be valid. Verbal and collateral agreements must be confirmed in writing.

Each order shall be confirmed by the supplier in writing, indicating the binding delivery date, price, and the purchase order number. With the order confirmation, any drawings or other records attached to the purchase order become an integral part of the agreement. All correspondence, invoices and shipping documents must contain the purchase order number, date and the item number.

3. Prices

If the purchase order does not specify a price, it is non-binding until the parties have agreed on a price. Alternatively, it becomes binding if the receiving party does not object to the price indicated in the order confirmation within 5 working days.

The confirmed prices are deemed fixed prices.

4. Delivery Date

The agreed delivery period shall commence on the date of order placement. As soon as the supplier is aware that he is unable to make the delivery, in whole or in part, on the agreed date – irrespective of the cause of the delay – he shall notify the purchaser immediately, specifying the reasons and the expected duration of the delay. If such notice is given without delay, the purchaser may extend the agreed delivery period, taking into account his business requirements and legal obligations. If the supplier fails to notify the purchaser immediately, he may rescind the agreement in whole or in part without granting an extension of the delivery period. In any case, partial deliveries that have been made shall not be considered independent performance of the contract.

5. Shipment

The place of performance is the headquarters of the companies Pfizer GmbH, Pfizer Pharma GmbH, Pfizer Deutschland GmbH and Gödecke GmbH in Karlsruhe or any other address specifically provided. With regard to Pfizer Manufacturing Deutschland GmbH, the place of performance is Illertissen or any other address specifically provided. With regard to Pfizer Manufacturing Frankfurt GmbH, the place of performance is Frankfurt or any other address specifically provided.

Unless otherwise agreed, the risk of the good shall pass with acceptance at the place of delivery.

All shipping charges must be paid in advance where free delivery to our facilities has been agreed. The purchaser does not pay freight charges in advance.

The purchaser has taken out insurance for transportation and for all deliveries made to him, he waives the right to insurance in accordance with the German Freight Forwarders' Standard Terms and Conditions (Allgemeine Deutsche Spediteurbedingungen, ADSp).

The supplier warrants that all consignments that are subject to an obligation to identify and mark the consignments, are duly identified and marked in accordance with the valid statutory provisions. If shipment is handled by a carrier, parcel service, or postal service, the delivery note shall be attached to the consignment. With regard to railway consignments, the delivery note shall be delivered on the date of shipment.

The information entered in the shipping documents, including, in particular, the purchase order number, shall be sufficient to allow inspection and checking on receipt. Invoices are not deemed delivery notes.

6. Warranty

The purchaser is obliged to inspect the delivered goods, if and to the extent that is possible within regular business operations. He shall notify the supplier of any apparent defects at the latest within one (1) month after inspection, and latent defects at the latest within one (1) month after their discovery. To this extent, the supplier waives its defense of a delayed notice of defect.

The statutory provisions governing quality defects and defects of title shall apply, unless otherwise provided herein.

These provisions shall also expressly apply to the specified quantities to be supplied and used, including items which have been obtained from sub-suppliers by the supplier.

The supplier warrants that the delivered goods or the provided services conform with the generally accepted engineering and manufacturing standards, the [German] Law on the Protection Against Hazardous Substances (Chemicals Act), the applicable rules and regulations of environmental protection, the work safety provisions and the relevant accident prevention rules and regulations of the employers’ liability insurance associations (German Berufsgenossenschaften), as applicable.

The warranty period of two (2) years commences upon the commissioning or use of the delivered goods.

The warranty period shall be extended by such period during which the defective item is unfit for use for reasons coming from the field of the supplier.

Warranty claims based on defects shall come under the statute of limitations two (2) years after the respective notice of defect, however, not prior to the expiration of the agreed warranty period.

The statute of limitations for warranty claims shall also be suspended during such period in which the supplier has not finally rejected the purchaser’s claims in writing after notice of defect has been given.

If, after due notice of defect, the supplier fails to re-perform or begin to remedy the defect, the purchaser may, in urgent cases, remove the defect(s) at the supplier’s expense or hire a third party to remedy the defect. Expenses incurred in remedying the defect may be offset or payment(s) may be withheld, even if the claim and liability have not arisen out of the same business transaction.

7. Packaging and Transportation

Supplier shall use proper (prescribed, where applicable) packaging and sufficient identification and marking. The supplier shall select the most suitable and economic means of shipment for the performance of the agreement, unless otherwise agreed. Only environmentally friendly, and, where possible, recyclable packaging materials shall be used.

8. Invoicing and Payment

Shipment invoices showing the purchaser details, the purchase order number, and the item number of the specific item must be sent for every delivery. Invoices shall be sent by separate mail and shall not be included in the consignment. Incorrectly submitted invoices shall not been accepted and the "date of receipt" shall only be that of the subsequently correctly submitted invoice.

Payment periods shall commence on the date of receipt of invoice. If the ordered item or the records related to the purchase order are received after the invoice, the payment periods shall commence on such later date. Collateral expenses for which evidence in the form of force account work, time sheets, etc., must be provided will only be accepted following checking and approval. The supplier may not assign the claim to the purchase price, except with the purchaser’s prior consent. Consent shall not be withhold without cause.

In case of deduction from the purchase price the purchaser reserves the right to withhold the payment(s) until agreement on such deduction has been reached.
In case of rescission the purchaser reserves the right to withhold the purchased item until the repayment of the purchase price which has already been paid.
The purchaser may also withhold payment(s), if there is no legal relationship between the obligation and the claim.

Otherwise, the purchaser reserves the right to offset his claims against the supplier’s claims.

Unless otherwise agreed, the purchaser shall – at his discretion – settle invoices by bank transfer or deposit check within fourteen (14) days with a two percent (2 %) cash discount or net within thirty (30) days.

The place of performance for payments by Pfizer GmbH, Pfizer Pharma GmbH, Pfizer Deutschland GmbH, Gödecke GmbH and Pfizer Manufacturing Deutschland GmbH is Karlsruhe. The place of performance for payments by Pfizer Manufacturing Frankfurt GmbH is Frankfurt.

9. Third Party Claims

The supplier warrants that the supply, use or operation of the supplied goods or services does not infringe upon patents or other proprietary rights of third parties.

The supplier agrees – on first request – to indemnify and hold the purchaser harmless from and against any claims that may be asserted against the contractor by a third party due to an infringement upon such proprietary rights.

10. Order Documents

The supplier shall promptly supply us, free of charge and without request, with all drawings and other documentation, particularly those required for the installation, operation, and maintenance or repair of the supplied goods.

All information, drawings, designs, films, originals, etc., that are made available to the supplier for the performance of an agreement remain the purchaser’s property, and may not be reproduced, made available to third parties, or used for any other purpose. The same applies to drawings that the supplier prepares in accordance with information the purchaser has provided.
The supplier shall consider the purchase order and any related work as company confidential and shall treat same as confidential. The supplier is liable for any damages arising from a violation of the purchaser’s property and industrial property rights. Any documentation, including any copies or reproductions thereof that are made available to the supplier shall be immediately returned to the purchaser on request.

11. Legal Venue

Karlsruhe is the exclusive venue for disputes arising out of or in connection with the purchase agreement concluded with Pfizer GmbH, Pfizer Pharma GmbH, Pfizer Deutschland GmbH and Gödecke GmbH Memmingen is the exclusive venue for a purchase agreement with Pfizer Manufacturing Deutschland GmbH. Frankfurt is the exclusive venue for the purchase agreement with Pfizer Manufacturing Frankfurt GmbH. The contractual relationship between the supplier and the purchasers shall be exclusively governed by German law.

12. General Provisions

If any provision is held to be invalid, this shall not affect the validity of the other terms and conditions.

The purchaser reserves the right to rescind an agreement if bankruptcy proceedings or judicial or extra-judicial settlement proceedings are instituted against the other party to the contract.

Any exploitation of the business relationship existing between the supplier and the contractor requires the purchasers’ written permission.

13. Anti-Corruption Program

The supplier shall be required to give his assurance and to guarantee

1. that in the performance of the contract, he has observed the enclosed Pfizer Anti-Corruption Principles.
2. that neither he nor his personnel, will directly or indirectly promise, offer or approve any form of advantage to a Government Official in the sense of the anti-corruption guideline, or attempt to illegally influence a Government Official and that he has not attempted to do so. If the supplier himself is a Government Official, he herewith gives his assurance that he has not accepted any such advantage and will not do so in the future.

Pfizer shall be entitled to terminate the present contract with immediate effect by means of a written notification to the supplier, if Pfizer suspects a breach on the part of the supplier or his personnel of the obligation concerning his compliance with the Pfizer Anti-Corruption Principles and the supplier cannot dispel any such suspicion. Should Pfizer terminate the present contract in accordance with this section, the supplier shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before the termination of the contract. Furthermore, the supplier shall be liable to pay compensation and the costs of any subsequent legal proceedings.

Issue: December 2007

PFIZER ANTI-CORRUPTION PRINCIPLES

The universally applicable Corporate Guideline No. 201 on Lawful and Ethical Behaviour (Corporate Policy # 201 Lawful and Ethical Behaviour) stipulates that Pfizer employees conduct all Pfizer business in a lawful and ethical manner and in accordance with current laws and regulations, including the American law on the Prevention of International Corruption, namely the Foreign Corrupt Practices Act of 1977 (in brief, the "FCPA"). Under the FCPA it is forbidden to make, promise or to approve unlawful payments and also to furnish a Government Official with advantages as defined in the anti-corruption legislation with the intention of inducing the Government Official in question to undertake an official action or to take an official decision in order to help a company to obtain or to retain an order. It is further forbidden under the FCPA for any company or natural person to use another company or another natural person for the purpose of carrying out any such activities. As a US corporation, Pfizer Inc. is obliged to observe the FCPA and could even be held responsible for the commercial activities of third parties (referred to below as "business partners") acting on Pfizer’s behalf anywhere in the world.

For the purpose of the present Guideline, Third Parties can be external natural persons, partnerships with legal capacity (OHG), legal persons (GmbH or AG companies), registered associations or any commercial organisation carrying out its business under any of these legal forms. For this reason, Pfizer requires all its business partners to conduct all business related to Pfizer activities in accordance with these principles.

Definition of a Government Officials

The term "Government Official" is broadly construed and defined in Pfizer guidelines and it includes in Germany officials, employees and all persons, who:

1. As office holders of official posts in the German legal system, such as civil servants or judges, are employed, or are to be employed in any official public law capacity or are employed by any public authority or in any department on behalf of which they are required to place public orders regardless of the organisational form adopted for the purpose of carrying out such activities, or
2. As partners of the Health Services, perform duties on behalf of the official administration as described above under 1), or
3. Act as official representatives of or on behalf of a political party or an international organisation.

The term "Office holder" within the sense of §§ 331 ff StGB is not limited to employees of medical establishments employed as public law officials or employees in public law positions, but also includes employees of establishments incorporated under civil law (for example, hospitals incorporated as private or public limited liability companies), who can also be office holders insofar as they perform official functions, for example, in areas such as research or the wellbeing of patients. Under international anti-corruption legislation, overseas office holders are also classed as Government Officials.

FCPA, Principles for the Prevention of Corruption and Bribery

Business partners may not, directly or indirectly, make, promise or sanction an unlawful payment to a Government Official, nor may they provide a Government Official with any form of advantage as defined in anti-corruption legislation with the aim of inducing this latter to undertake an official action or decision with the intention of helping Pfizer to obtain or to retain orders. In other words, business partners may never make payments to a Government Official and never, regardless of the value, provide the latter with a means of material or non-material enrichment to which he has no lawful claim and which could constitute an unlawful incitement for the registration, remuneration or prescription of a Pfizer product, or influence the outcome of a clinical trial or support Pfizer’s commercial activities in any other unlawful manner.

Understanding and observing local legislation

When carrying out commercial activities on behalf of Pfizer, business partners are required to observe all current laws, guidelines and regulations, particularly those relating to occupational safety, health and environmental protection. That covers, in addition to contractual stipulations,  the Code of Practice for Members of the Association "Voluntary Self-Regulation in the Pharmaceutical Industry" and the "Common Views on the Criminal Law Assessment of Cooperation between Industry, Medical Organisations and their Employees", see under www.fs-arzneimittelindustrie.de.

While carrying out any of their activities that are related to Pfizer, business partners must take into consideration and respect all current restrictions. If a business partner is uncertain as to the significance or the applicability of such limits, restrictions or publication obligations with regard to his interactions with Government Officials, he should consult his primary contact person at Pfizer before starting any such activities.

Issue: 06.12.2007