|
|
 |
|
Miltenyi Biotec GmbH Purchasing Conditions
|
(as of 01/2010)
Applicable when doing business with private and public sector companies and special funds under public law.
1 General provisions
1.1
Our Purchasing Conditions shall apply exclusively; any General Conditions of Business of a supplier that are contrary to or deviate therefrom will not be recognized by us unless specifically agreed to in writing. Our Purchasing Conditions shall also apply if, in the awareness of Conditions of Business of a supplier that are contrary to or deviate from our Purchasing Conditions, we should accept and/or pay for deliveries of products and/or services from such supplier (hereafter: “contractual deliverable”).
1.2
Our Purchasing Conditions shall also apply to all future deliveries of goods and services by the Supplier.
2 Contract execution and amendments
2.1
Any orders, acquisitions and delivery schedules as well as any amendments and/or addenda thereto must be in writing. Orders and calls for specific deliveries can also be placed by telecommunication or fax.
2.2
Oral arrangements made before or during conclusion of the Agreement require written confirmation from Purchasing to become effective. Sentence 2 of Clause 2.1 shall remain unaffected thereby.
2.3
Orall arrangements after conclusion of the Agreement, in particular retroactive changes and supplements to our Purchasing Conditions, including the present clause requiring the written form, as well as side agreements of any kind require written confirmation from Purchasing to become effective.
2.4
Cost estimates and quotes shall be binding and provided free of charge unless explicitly agreed otherwise.
2.5
the event that the supplier should not have accepted an order within two weeks from its receipt we shall be entitled to withdraw it. Delivery schedules become binding unless the supplier objects within five working days from receipt thereof.
3 Delivery
3.1
Deviations from our orders and acquisitions are permissible only subject to our prior written consent.
3.2
Dates and deadlines agreed upon are binding. Compliance or otherwise with a delivery date or deadline is determined by the time of receipt of the goods at our facilities. Deliveries shall be "free works" (DDU, DDP under Incoterms 2000) at the address specified by us except as specially arranged otherwise. However, we reserve the right to direct the supplier to ready the goods in a timely manner under consideration of the time of loading and shipping to be agreed upon with the carrier.
3.3
If the supplier has taken responsibility for erection or assembly and no other arrangements have been made, the supplier shall, subject to any regulations to the contrary, bear all additional costs such as e.g. travel costs, provision of tooling and disconnection/removals.
3.4
The pertinent statutory provisions shall apply in the event that agreed upon deadlines are not complied with. In the event that the supplier should foresee difficulties in regard to manufacture, raw materials supply, compliance with deadlines or similar circumstances that might prevent it from delivering in time or in the agreed upon quality, it shall so notify our Purchasing Department without delay.
3.5
Unconditional acceptance of a late delivery of goods or services shall not constitute waiver of any claims to compensation to which we may be entitled as a result of such late delivery; this shall apply up to full payment of the consideration due by us for the pertinent delivery of goods or services.
3.6
Partial deliveries are essentially not permissible, unless they are reasonable or we have explicitly consented thereto.
3.7
As concerns unit numbers, weights and measures, the values determined by ourselves in the verification carried out upon reception of the goods shall prevail, subject to other evidence.
3.8
As concerns software belonging to the scope of product delivery, including the pertinent documentation, in addition to the right of use within the statutorily permissible scope (§§ 69a et seq. UrhG [(German) Copyright Act]) we also enjoy the right of use with the agreed upon performance characteristics and within the scope required for the contractually agreed upon use of the product. We may also create backup copies without an explicit agreement to this effect.
3.9
All deliveries of working materials and substances must meet the “Material Safety Purchasing Conditions” pursuant to GPSG and/or REACH of Miltenyi Biotec GmbH. These Conditions should be requested separately if applicable.
4 Force Majeure / Acts of God
Force majeure / Acts of God, industrial action, operating disruptions outside of our control, unrest or disturbances, governmental measures and other unavoidable events shall entitle us, without prejudice to our other rights, to withdraw from the contract in whole or in part insofar as such events should be of significant duration and result in a significant reduction of our requirements.
5 Shipping advice and invoice
The information provided in our orders and delivery schedules shall apply. Invoices shall be sent, in a single copy, to the address printed in the above documents, stating the order number and other references; invoices must not be enclosed with shipments.
6 Pricing and transfer of risk
Except for specific arrangements to the contrary, prices shall be "free works duty paid" (DDP under Incoterms 2000) including all packaging. Sales tax / VAT shall not be included. The supplier shall bear the risk of loss of the goods until the time of acceptance of the merchandise by ourselves or our representative(s) at the place where the goods are to be delivered in accordance with the order.
7 Payment Terms
Except for special arrangements to the contrary, invoices shall be paid within 10 days at a discount of 3%, or within 14 days at a discount of 2% or within 30 days without discount, counting from the due date of the consideration payable and receipt of both the invoice and the merchandise and/or performance of the service. All payments shall be made subject to verification of the invoice.
8 Claims for defects and recourse
8.1
Acceptance takes place subject to inspection for the absence of defects, in particular also in regard to correctness, completeness and suitability for use. We are entitled to inspect the contractual deliverable to the extent that and as soon as such inspection is feasible as part of the regular course of business; we shall report any defects detected immediately upon discovery thereof. To this extent, the supplier waives the objection of late notification of defects.
8.2
The statutory provisions concerning quality, material or legal defects shall apply unless otherwise agreed upon subsequently.
8.3
We shall fundamentally be entitled to choose the type of supplementary performance. The supplier shall be entitled to refuse the type of supplementary performance chosen by us subject to the prerequisites of § 439 Para. 3 BGB [(German) Civil Code].
8.4
In the event that the supplier should not start curing the defects immediately after our request to do so, in urgent cases and in particular in order to prevent imminent danger or additional damage we shall be entitled to carry out such remedial action ourselves or have it carried out by a third party, always at the expense of the supplier. Claims pertaining to material defects are subject to a two year statute of limitations, unless the item has, in accordance with its usual intended use, been employed in a building structure and has caused such structure to become defective. The statute of limitations for claims pertaining to material defects begins to run with the delivery of the contractual deliverable (transfer of risk).
8.5
In the event of legal defects, the supplier shall additionally hold us harmless from any potentially existing third party claims. The statute of limitations for legal defects is 10 years.
8.6
For parts of the delivery that have been refurbished or repaired within the period of the statute of limitations applying to our claims in respect to defects, the statute o limitations shall start to run again at the time when the supplier has fully satisfied our claims to supplementary performance.
8.7
Any costs arising for us as a result of the defective supply of the contractual deliverables, in particular freight, travel, labour or materials costs or costs in respect to incoming goods inspections over and beyond what is customary shall be borne by the supplier.
8.8
In the event that we should be obliged to take back products manufactured and/or sold by ourselves as a result of the defectiveness of a contractual deliverable provided by the supplier, or if our selling price has been reduced or any other claims have been made against us in such respect, we reserve the right to initiate recourse against the supplier, and the deadlines otherwise required for this procedure shall not apply to our rights in respect to such defects.
8.9
We shall be entitled to demand compensation from the supplier for any expenses arising for us in regard to our client in the event that our customer should have a claim against us in respect to compensation for expenses necessary in connection with supplementary performance, in particular as concerns freight, travel, labour and materials costs.
8.10
Notwithstanding the stipulation in Clause 8.4, the statute of limitations shall, in the cases referred to in Clauses 8.8 and 8.9, become effective at the earliest two months after the date on which we satisfied the claims addressed against us by our customer, but at the latest five years after delivery by the supplier.
8.11
he event that a material defect should become apparent within six months since the date of the transfer of risk, it shall be assumed that the said defect was already present at the time of the transfer of risk, unless such assumption were incompatible with the nature of the item or of the defect.
9 Product liability and recalls
In the event that a claim should be made against us as a result of product liability, the supplier shall be under the obligation to hold us harmless against such claim to the extent that and insofar as the loss were caused by a fault in the contractual deliverable supplied by the supplier. In cases of fault related liability the above shall however only apply if there has been fault on the part of the supplier. To the extent that the cause for the loss or damage lies within the supplier’s scope of responsibility, it shall also bear the burden of proof. In the abovementioned cases the supplier shall assume all costs and expenses including those of potential legal proceedings or recall actions. In all other respects, the pertinent statutory provisions shall apply.
10 Performance of work
Persons carrying out work on the plant facilities in performance of the contract shall comply with the stipulations of the pertinent plant regulations. Liability for accidents suffered by such persons on plant facilities shall be excluded unless caused by intentional or grossly negligent breach of duty on the part of our agents or legal representatives.
11 Provision of materials
Materials, parts, containers and special packaging provided by us shall remain our property. Such items may only be put to their intended use. The processing of materials and assembly of parts take place on our behalf. It is mutually understood that, to the extent of the proportion of the value of the materials provided by us to the value of the overall product we are joint owners of the goods produced using our materials and parts, and that to that extent the supplier holds such items in custody for us.
12 Documents and confidentiality
12.1
Any and all business or technical information rendered accessible by us (including features that could be concluded from e.g. objects, documents or software thus provided, as well as other knowledge and expertise) shall, for as long and insofar as it is not demonstrably in the public domain, be held confidential in regard to third parties and shall, within the supplier’s own operation, be made available only to persons with a need to know by virtue of their necessary participation in work leading to the deliveries to be made to us and who shall in turn also be subject to a duty of confidentiality; such information shall remain our exclusive property. Without our prior written consent such information shall not, except in connection with deliveries to ourselves, be reproduced or used commercially. Upon our request, the supplier shall either destroy or return to us all information originating from us (if applicable including any potentially generated copies or notes) as well as any items on loan, without delay and in complete condition.
We reserve all rights concerning such information (including copyright and the right to file applications for industrial protection rights such as patents, utility models, semiconductor contactors/protection [T.N.: sic] etc.). To the extent that we were to have gained access to such information from third parties, we reserve the same rights in favour of such third parties.
12.2
Products manufactured according to documents generated by ourselves, such as drawings, models and the like, or following our confidential information or using our tools or reproductions thereof may not be used by the supplier either for its own purposes or for the purposes of offering or supplying them to third parties. The same shall apply, mutatis mutandis, to our printing orders.
13 Place of contract
The place of contract shall be the location to which the merchandise is to be delivered in accordance with our contractual specifications.
14 General provisions
14.1
In the event that any provision of the present Conditions or of any further arrangements should be or become ineffective, such circumstance shall not affect the validity of the remaining provisions thereof. The Parties to the Agreement are under the obligation to replace the ineffective provision with another provision that most closely approximates the economic objective intended to be accomplished by means of the ineffective provision.
14.2
The place of jurisdiction for all legal disputes arising either directly or indirectly from the contractual relationship underlying the present Purchasing Conditions shall be Bergisch Gladbach. We shall further be entitled to sue the supplier, at our choice, either in the courts having jurisdiction over its place of business (headquarters or branch offices) or in the courts having jurisdiction over the place of contract.
14.3
The present contractual relationship shall be governed exclusively by German law, under exclusion of the conflict of laws provisions and the United Nations Convention on the International Sale of Goods (CISG).
|
|
|
| Favorites / Prices |
Request prices or add products to your favorite list.
|
| Details |
|
|
