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Standard Terms and Conditions for the Purchase of Goods of STADA Arzneimittel AG
(As at March 2008)
§ 1 Scope of application
- These conditions shall exclusively apply, unless they have been amended by an express written agreement between both parties. Conditions of the supplier, which contradict or deviate these conditions, shall not be recognised.
- Only written agreements shall be legally valid between the parties. Any additional conditions or clauses of contract introduced by the supplier shall be deemed rejected until we have approved them in writing. In case we are silent regarding the supplier's trading conditions and fulfil the agreement this shall not be interpreted as acceptance.
- These conditions apply only to suppliers, who are entrepreneurs (“Unternehmer”) as defined by § 14 BGB.
- These conditions also apply to all future transactions with the supplier.
§ 2 Conclusion of contract
- Only written orders shall be binding.
- The purchase agreement shall be effective when the supplier accepts our order within two weeks, by a written confirmation of order. After this deadline has expired, we are no longer bound to our order. Until receipt of the order confirmation, we shall be entitled to modify or to withdraw our order.
§ 3 Prices
The price itemised in the order shall be binding. It is based on the "delivery duty paid" agreement for the place of destination designated by us (Incoterms 2000). The purchase price includes delivery "carriage paid" including packing, transport insurance and VAT at the statutory rate. Should "ex works" (Incoterms 2000) be agreed upon in writing, then the most economical mode of dispatch shall be utilised if the goods are not to be collected by ourselves. The costs of packing and insurance are not allowed to be charged.
§ 4 Invoices
The invoice must be sent to us in duplicate without delay after delivery. Invoices attached to the goods shall be deemed as not received. The invoice must bear the name of the employee named in the order and our order number. Invoices not bearing this information may be sent back to the supplier for completion.
§ 5 Payment conditions
Unless otherwise agreed in writing, payment shall be made within 14 calendar days from delivery and receipt of invoice, depending on what occurs later, with deduction of a 3% discount or within 30 calendar days for net cash by the means of payment of our choice. These deadlines shall commence on the date of the receipt of the goods and the invoice at our premises. In case of receipt of incomplete invoices as defined in paragraph 4 above, then - in respect of both deadlines - the date of receipt of the completed invoice at our premises shall be definitive rather than the date of receipt of the incomplete invoices.
§ 6 Delivery time
- The delivery dates and delivery deadlines stated on the order shall be binding. Our order date shall be definitive for the start of delivery periods.
- Delays in delivery must be notified to us immediately. Notification does not result in suspension of the delivery deadline. The supplier shall be deemed to be in delay even without any reminders or stipulation of deadlines.
- We shall hold unrestricted statutory claims for delay.
- The delivery can only be deemed performed once all agreed forms of documentation are present, particularly certificates of analysis.
§ 7 Transfer of risk and delivery quantities
Unless otherwise agreed in writing, the date of transfer of risk shall be established in accordance with the "Incoterms 2000" of the International Chamber of Commerce. If no written agreement has been made in this respect, then the "delivery duty paid" clause for the place of destination designated by us (Incoterms 2000 ) shall apply.
§ 8 Delivery quantities
Unless otherwise agreed in writing, the ordered quantities are maximum quantities and must not be over-supplied.
§ 9 Investigation of defects and deadlines for reporting of complaints
The obligation for investigation and reporting of complaints shall be deemed fulfilled without delay according to the corresponding legislation provided that complaints reach the supplier within a period of 14 calendar days as from receipt of the consignment and its acceptance by ourselves. In case of a concealed defect, the deadline for reporting of complaints shall commence on discovery of the defect.
§ 10 Guarantee
- Quality standards and specifications must be adhered to. The supplier guarantees that the goods to be delivered have been manufactured in accordance with all governmental laws, regulations and orders.
- We reserve the right to all statutory guarantee and compensation claims if defective delivery or execution, defective construction or utilisation of unsuitable materials reduce usability for the intended purpose, or make utilisation impossible. The supplier undertakes to rectify deficiencies free of charge and without delay or to replace components, which have become harmful or unusable when used completely correctly.
- Quality complaints shall entitle us at our own discretion to opt for re-fulfilment, withdrawal or purchase price reduction, compensation for damages or compensation of lost expenditure.
- In urgent cases we shall be entitled, irrespective of our other claims, at the supplier's risk and expense either to rectify deficiencies directly or to have them rectified on our behalf.
- If we make the defective goods available to the supplier, then this shall be at the supplier's risk and expense.
- The guarantee period shall be two years with effect from delivery of the goods. If the supplier deliberately failed to disclose the defect, then the period of limitation shall be three years.
- Returns shall be charged by ourselves. Replacement deliveries shall be subject to a new charge.
§ 11 Product liability
The supplier shall hold us harmless of all third party claims for compensation of damages relating to product damages originating from the supplier's sphere of management and organisation. The supplier shall furthermore refund us for the costs of recall campaigns instituted by ourselves for the above reason.
§ 12 Third party rights
The supplier guarantees that the sold items are free of third party rights, and he is under obligation without respect to his own default to indemnify us for all losses arising from legal deficiencies provided the supplier does not prove that fault is attributable to us.
§ 13 Dispatch note, packing and marking of goods
Our “General instructions for shipping advice, packaging and identifications marks of goods in connection with orders from STADA Arzneimittel AG” valid on the respective order date shall be applicable for dispatch note, packaging and marking of goods.
§ 14 Reservation of ownership
In cases of providing the supplier with components, we reserve the right of ownership of these. Processing or re-configuration by the supplier shall be performed on our behalf. In case of processing or mixing, we acquire co-ownership of the main article in proportion of the value of our article to the other processed items at the time of the processing.
§ 15 Design protection and tools
- Documents and additives provided by us, e.g. fair drawings, specimens, plans, films, tools and models shall remain our property and shall be treated confidentially. In particular, they must neither be used for any other purposes, duplicated nor made accessible to third parties. The supplier undertakes to provide free of charge expert storage. After fulfilment of the order these items must, unless otherwise agreed in writing, be sent back to us immediately upon request at any time. In all cases, fair drawings must be sent back without delay after fulfilment of the order.
- If the acceptance of tooling costs is agreed on, the unrestricted ownership of these tools shall be transferred to us immediately after payment of the proportional or entire costs. Unless otherwise agreed, they shall remain in the supplier's possession on a loan basis until fulfilment of the order. This shall also be applicable in respect of tools whose costs were, by agreement, included in the price paid for the articles. Jigs and tools shall be held operational free of charge by the supplier and released on request after fulfilment of the order. Tools must not be used for the manufacture of products other than those ordered by ourselves without our prior written approval. The supplier has no right of retention.
§ 16 Force majeure
Strikes, industrial unrest, official orders, fire damage, flooding, restrictions upon operation of STADA and similar cases which result in a delay in the acceptance of ordered products shall be deemed to be cases of force majeure and shall exonerate us from acceptance, without the possibility of claims being substantiated as the result.
§ 17 Confidentiality
The supplier shall be obliged to observe the strictest secrecy in relation to third parties and in respect of the commercial relationship with ourselves and in respect of all knowledge acquired in connection with that relationship. Products manufactured or services performed for ourselves may not be mentioned, illustrated or alluded to in the supplier's advertising without our prior written consent.
§ 18 Security provisions
In case of work carried out at our industrial premises, the supplier shall be obliged at his own expense to insure against all forms of loss which could arise in connection with such work. Employees of external companies are obliged throughout their presence on our industrial premises to adhere to the works and safety instructions of STADA Arzneimittel AG and the applicable accident prevention regulations and to comply immediately with safety officers' instructions. Liability and loss in case of failure to comply shall be exclusively to the costs of the contractor provided the supplier does not prove that fault is attributable to STADA.
§ 19 Miscellaneous
- The assertion of a claim does not exclude the assertion of other claims.
- The assignment of claims against us shall be valid only with our written consent.
- Place of jurisdiction for all disputes arising directly or indirectly from commercial trade with fully qualified business parties, including those relating either to cheques or to bills of exchange, shall be Frankfurt am Main, Germany. We shall, however, also be entitled to bring action against the supplier at his place of residence or of business.
- This agreement shall be governed and construed in accordance with the substantive law of Germany without regard to the conflict of law provisions, which would lead to the application of any other than German law.
- The provisions of this agreement shall be several. Invalidity or unenforceability of one provision shall not affect any other provision of this agreement. In lieu of the invalid or unenforceable provision a reasonable provision shall be deemed to be effective which shall achieve the commercial intention of the invalid or unenforceable provision.