General Terms and Conditions of Purchase

General Terms and Conditions of Purchase Version: 01.01.2021

1. Extent of Validity

1.1.
Any business transactions with us regarding purchase of goods and services shall be exclusively sub-ject to the following General Terms and Conditions of Purchase, unless otherwise confirmed by us explicitly in writing. Terms and Conditions of the supplier (in the following “Supplier”) are ineffective notwithstanding the fact that we will not object against these explicitly. Telefax and email fulfill the writ-ten form requirements.
1.2.
Any invalidity of individual clauses of these General Terms and Conditions of Purchase will not affect the validity of the remaining provisions. If a separate supply agreement or supply contract is made, these General Terms and Conditions of Purchase shall apply, unless they are expressly excluded.

2. Purchase Contracts

Purchase contracts about goods and services shall be concluded through our individual purchase or-der and the order confirmation of Supplier. Supplier shall be obliged to accept our individual purchase order within 5 business days after receipt. We shall be entitled to request amendments to the order also after the conclusion of the individual purchase contract.

3. Purchase price and Payment

3.1
Prices shall be applicable as agreed. Any increase of the purchase price becomes effective only, if informed to us at least 3 months in advance and agreed by us in writing. Prices shall be quoted as net prices, with separate specification of taxes and charges, applicable for the transaction.
3.2
Unless otherwise agreed in writing, payment for the goods and services shall be made within sixty (60) days after the delivery in Euro, and on condition of receipt of a proper invoice. Invoices shall be issued and emailed or sent by post to us upon the delivery of the goods or services.
3.3
We are entitled to deduct our claims against the Supplier. Our payment is always subject to a final quality inspection and invoice verification. Any assignment of claims against us is ineffective without our written consent.

4. Delivery, Transfer of Risk and Title, Insurance

4.1.
Any delivery dates and quantities as specified by us in each purchase order shall be binding on Suppli-er, and in the case of delay of delivery, Supplier is in default without the necessity of a separate warn-ing issued by us.
4.2.
Suppler is obliged to take any measures in order to ensure that we will receive the goods and services as agreed upon. Supplier must inform us about any incidents which can lead to a delay of the delivery.
4.3.
The goods shall be delivered to us in accordance with the International Commercial Terms (Incoterms) in force at the time of the formation of the contract, as stipulated in our respective purchase order.
4.4.
Risk of loss of and title to the goods shall pass to us from the Supplier in accordance with the delivery conditions as described in Article 4.3.

5. Inspection of delivered goods

5.1.
We shall perform an incoming inspection of the deliveries with respect to visible packaging damages of the goods, and shall inform Supplier within 14 days after delivery of such visible packaging damages.
5.2.
In the case that we detect at a later time defects of the goods, or non-compliance with the contractually agreed specifications (“Specifications”) or Certificate of Analysis (“COA”), or deviations in quantity, Supplier shall be informed about it in writing within 14 days after the day of the detection.
5.3.
If we are notified by a third party (for example distributors or (end-)customers) about a defect of the goods, or non-compliance with the Specifications or COA, or deviations in quantity, timely notice of defects shall be deemed, if we inform Supplier about such defect, non-compliance or deviations in writing within 14 days after receipt of such notice from the third party.
5.4.
If by the foregoing provisions any rights of Supplier pursuant to article 377 German Commercial Code should be restricted, Supplier hereby waives to the objection of the delayed notice of defects.
5.5.
Payment of any invoice before detection of defective goods, including non-compliance with the Specifi-cations or COA, or deviations in quantities, is not considered as acceptance of the goods being free from any defect or deviation.

6. Warranty and Liability

6.1.
Supplier warrants that the goods comply with the contractually agreed Specifications and the respec-tive COAs, and comply with all applicable laws, legal or governmental regulations, guidelines or any other legal provisions, GMP, and recognized safety and technical standards, and shall be free from defects in quality and title at the time of the transfer of risk and title. In the case of defects in quality or title, we are entitled to all legal warranty rights without restriction; we shall be in particular entitled to request rectification or supplementary delivery of defect free goods. In addition, we shall be entitled to damages including damages consequent to defects. We are entitled to remedy the defect by ourselves or through third parties, in particular to replacement purchases, if an immediate remedial action is nec-essary to avoid substantive damages.
6.2.
Supplier is solely responsible for the whole production process of the goods, including, but not limited to procurement of raw materials and their quality control, manufacturing of the goods in accordance with the Specifications, quality control and quality assurance of the manufactured goods. Supplier shall prepare for each production batch written production and quality control reports. Supplier must keep such reports for a period of 4 years and shall provide us with copies of such reports upon request.
6.3.
Supplier shall ensure that at delivery date each batch of goods shall have at least eighty percent (80%) of its shelf life remaining. Supplier shall keep samples of each production batch for a period of at least 36 months after expiry of the respective shelf life.
6.4.
Supplier guarantees to us that the goods do not infringe any patents, utility models, design rights, trademarks, copyrights or any other intellectual property rights of any third party. Supplier shall, at our first request, indemnify us and hold us harmless from any claims of third parties with this respect.
6.5.
Warranty claims and claims for damages will expire 24 months after delivery of the goods unless legal provisions require a longer limitation period. Suspension of limitation period is ruled by legal provisions provided that suspension of the limitation period starts at the time of Supplier’s receipt of notice of de-fects.

7. Product Liability

7.1.
Supplier is obliged to indemnify us and hold us harmless from any product liability claims of third par-ties at our first request, unless the claim is based on our willful or grossly negligent acts. Further, Sup-plier is obliged to compensate us for any costs related to recall actions. We reserve the right to claim for further damages.
7.2.
Supplier is obliged to keep a product liability insurance with sufficient coverage. Supplier must provide us with a copy of the actual insurance contract upon request.

8. Hazardous Substances, REACH

8.1.
Supplier shall, at its own cost, ensure compliance with its obligation under the European REACH Regu-lation n°1907/2006 concerning the registration, evaluation, authorization and restriction of chemical substances (as amended and in its current valid version). We shall by no means be obliged to perform the (pre-)registration. Supplier also undertakes to comply with the European Regulation (CE) n°1272/2008 on the classification, labelling and packaging of substances and mixtures (CLP Regula-tion, as amended and in its current valid version).
8.2
For goods and materials as well as for procedures that must receive special treatment, among others, with regard to transportation, packaging, labelling, storage, handling, manufacture and disposal, based on laws, regulations, and other provisions or based on their composition and their effect on the envi-ronment, it is mandatory that Supplier fulfils the legal provisions of the country of manufacture as well as of the distribution country. Supplier must provide us in such case with all necessary documents and information before confirming the order. Any hazardous substances and water endangering substanc-es must not be delivered to us, unless the respective safety data sheet is provided to us, and only after our approval. Supplier must comply with all legal and governmental regulations, provisions and instruc-tions with respect to environmental protection.
8.3
Supplier is liable for all damages resulting from failure to comply with the preceding obligations, and shall indemnify and hold us harmless from all consequences, in particular damages and claims of third parties against us, resulting from any failure to comply with the preceding obligations.

9. Information obligations

Supplier shall inform us immediately about any recalls or customer complaints and governmental com-plaints related directly or indirectly to the goods and / or their raw materials and / or their packaging materials.

10. Force Majeure

Neither party shall be in default or liable to the other for failure to perform any obligation as agreed, if such failure is caused directly or indirectly by events beyond that party’s reasonable control, such as an act of nature, war, insurrection, riot, embargo, the intervention of any government authority, strike or lockout, fire, explosion, earth quake, tsunami, nuclear accident or missile attack; provided that the par-ty so delayed in or so fails to comply with the performance of its obligation immediately notifies the other party of such delay or failure.

11. Jurisdiction and Governing Law, Place of fulfillment

11.1.
Place of fulfillment is Düsseldorf. The place of jurisdiction is, at our choice, Düsseldorf or the seat of the Supplier.
11.2.
The contract shall be governed by and construed in accordance with the laws of the Federal Republic of Germany with the exclusion of the rules of conflict of laws. The application of the United Nations Convention for the International Sales of Goods, CISG, of 11th April 1980 is excluded.
11.3.
In case of doubt, the German version of these General Terms and Conditions of Purchase shall have priority over versions in other languages.