Conditions of Purchase EVER Pharma Jena GmbH
All goods and services from our suppliers shall - unless expressly agreed otherwise – be subject to these Conditions of Purchase. Terms and conditions of our suppliers or third parties will not apply, even if we object to their validity in individual separate cases.
Orders, purchase orders, contracts, transactions and delivery schedules and any other changes must be made in writing. Orders and delivery schedules may be issued by facsimile or electronic data transmission. Cost estimates are binding and free of charge, unless expressly agreed otherwise. As far as our orders still need to be confirmed by the supplier does not expressly contain a period, we consider them binding for two weeks after the date of order bound.
3. Performance; Delivery, transfer of risk
3.1 The Supplier shall not, without our prior written consent be entitled to provide the performance owed by third parties.
3.2 The specified delivery order is binding. In foreseeable delay in delivery or performance or the non-conformance in quality, we must be notified immediately in writing.
3.3 Each delivery shall be marked in accordance with the applicable laws and must include the agreed documents, including all documents for and according to the regulations of the applicable goods to be transferred Manufacturing Practices (GMP). The unconditional acceptance of a delayed delivery or service does not constitute a waiver due to us because of the delayed delivery or service compensation.
3.4 Deliveries involving installation or assembly and services, and deliveries without installation or assembly on receipt of the goods with the required documents to the order specified the (final) risk is transferred over at the delivery location.
4. Prices, accounting information; Payment
4.1 The price stated in the order shall be binding and, unless otherwise agreed to, all services and ancillary services of the supplier (eg, assembly and installation), and all incidental expenses such as proper packaging and transport to the in the order stated place of delivery.
4.2 All delivery documents and invoices (at least our order number and name, item number and quantities) must include the delivery address given for each item and - if under the applicable relevant regulations for good manufacturing - batch number invoices must also contain all information required under German sales tax law, and, if applicable, the customs tariff number.
4.3 Unless otherwise specified in the order, the agreed price is payable within 30 calendar days after complete delivery and performance (including any agreed upon) and receipt of a proper invoice for payment. If we make payment within 14 calendar days, the supplier shall allow 2% discount to the net amount of the invoice.
5. Property rights, confidentiality
5.1 Title of the goods is transferred to us unconditionally and without regard to the payment of the price and are in any case excluded all forms of expanded or extended retention of title, so that may effect the supplier declared reservation of title applies only to payment of the delivered goods to us and for them.
5.2 Materials supplied by us may only be used for our orders. Reduction in value or loss compensation shall be payable by the supplier, unless the impairment or loss are not the fault of the supplier. Processing, mixing or combination of materials supplied by the supplier is made exclusively for us.
5.3 All orders and all documents provided from the supplier remain under our copyright and ownership.
5.4 The supplier is obliged to the conditions of the order and all made available for this purpose, documents, samples and other information (collectively referred to as "information-designated), even after the end of the contract to keep confidential and to use it only to execute the order. Except for information that is publicly available or which was rightfully known to the supplier against disclosure, without the obligation of confidentiality. The supplier will provide information on completion of requests for return or process orders on request, contact us immediately and destroy all copies.
6. Other obligations of the Supplier
6.1 The Supplier is obliged to comply with the production of all relevant legislation and regulations regarding accident prevention, employee and environmental protection.
6.2 The Supplier shall comply with our security instructions for installation or other work in our factories.
7. Defective delivery, quality, inspection obligation
7.1 The statutory provisions apply to our rights in material and legal defects of the goods and other breaches of duty by the supplier, as long as nothing else is determined.
7.2 The Supplier warrants that all goods supplied are free from defects and in particular, any agreed specifications and requirements. The supplier warrants that the import, storage, sale and intended use of the goods does not violate any patents or other rights of third parties. Unless the products ordered by us are pharmaceuticals, health care, cosmetics, food or dietary supplements or making such used products, the supplier guarantees the fulfilment of the relevant statutory provisions and generally accepted rules (in particular the rules on good manufacturing practices, if any) in the current version.
7.3 The statutory provisions to the following conditions shall apply to the commercial inspection and notification: Our Obligation to investigate limited to defects in our incoming inspection of superficial assessment, openly-days including the shipping documents as well as our quality control sampling. If acceptance is agreed, there is no obligation.
8. Jurisdiction, Applicable Law
If the supplier is a merchant according to the Commercial Code, the exclusive - and international - place of jurisdiction of our choice Jena, Germany. For these conditions of purchase and all legal relations between us and the supplier, the law of the Federal Republic of Germany, excluding the conflict of laws and the CISG.