4.
4.1

General Terms and Conditions of Purchase of Greiner
Bio-One Ltd
Valid with effect from 3 July 2024
1.
1.1

1.2

1.3
2.
2.1

2.2

2.3

2.4

3.
3.1

3.2

3.3

3.4

3.5
3.6
3.7

3.8
3.9

3.10
3.11

4.2

GeneralThe present General Terms and Conditions of Purchase ("GTC") shall exclusively apply
to business relations between the contractor providing goods and/or services to whichthese GTC are subject ("Contractor") and Greiner Bio-One Ltd (referred to as "GBO")
pertaining to the purchase of movable items ("Goods") and/or work and/or services("Work"), both hereinafter referred to as "Deliverables", by GBO, irrespective of whether
or not the Contractor itself renders the relevant performance or purchases the same fromsuppliers to the exclusion of any other terms and conditions that the Contractor seeks toimpose or incorporate, or may be implied by trade, custom, practice or in the course of
dealing. Any terms and conditions of sale of the Contractor and/or agreements derogatingfrom the order shall only apply if and in so far as GBO shall acknowledge the same inwriting. The written form required under the terms of these GTC shall also be fulfilled by
way of e-mail.
These GTC shall apply exclusively also with regard to legal transactions concluded infuture between the Contractor and GBO, even if, in an individual instance, no specificreference is made hereto. Any arrangements (amendments, additions) derogating by way
of exception from these GTC shall only be valid with regard to the legal transaction inquestion in respect of which such arrangements are confirmed by GBO in writing.
The Contractor acknowledges that the data about itself contained in the purchase ordershall be subject to automated processing by GBO for purposes of accounting, and forsupplier
documentation.
GBO's
Data
Privacy
Statement
athttps://www.gbo.com/en_GB/data-privacy.html shall apply to these GTC.
GBO may amend these GTC at any time in its absolute discretion.
Offer and placing of orders
Any quote or estimate provided by the Contractor must be complete, conclusive anddescribe the Deliverables, the quantities and price. Any quote or estimate provided by
the Contractor shall represent an offer to supply Deliverables. Only once GBO has placed
an order for the Deliverables shall the Contractor's offer be accepted and be binding on
GBO. Quotations, cost estimates, plans, test certificates for technical equipment and allother documents of the Contractor shall be provided free of charge and shall beincorporated in these GTC, unless otherwise expressly agreed in writing.
The pricing regarding Deliverables charged by weight shall be based on the net weightexcluding packaging/packaging materials (e.g. pallet cages, pallets, packaging sleeves,etc.).
If Contractor’s confirmation of an order deviates from the contents of the order, express
reference must be made to such circumstance and the written consent of GBO must be
obtained, otherwise the confirmation is not binding.
On all documents addressed to GBO, especially confirmations of an order, dispatch
notes, delivery notes and invoices, the Contractor shall indicate the order number, orderdate, article number and all such data as GBO uses to identify its order in detail.
Regarding blanket orders, the Contractor shall also add a reference to the respective
data concerning the relevant blanket orders.
Prices, payment terms and invoicing
The prices stated in the order and agreed with the Contractor shall be fixed prices. Anychange to prices during the agreed delivery period shall be void, even in the case of
blanket orders. GBO does not acknowledge and expressly excludes any price escalation
clauses.
Prices do not include statutory value added tax or other (transaction) taxes, customs
duties, fees or other charges of any kind. Changes in tax law or other changes incircumstances shall not grant entitlement to impose a retrospective price increase. Any
withholding tax to be borne by GBO shall in all cases be borne by the Contractor. Invoices
shall be issued in accordance with applicable statutory provisions concerning value
added tax and shall be transmitted by e-mail to accounts.UK@gbo.com. Invoices relating
to Work must moreover be accompanied by copies of the confirmed wage slips ortimesheets. Invoice copies shall be marked as duplicates.
The following applies should the payment be subject to withholding tax: GBO shall beentitled to deduct withholding tax at the legally prescribed rate and pay the tax withheld
to the competent tax office in the name and for the account of the Contractor. If GBO isprovided with proof of fulfilment of the requirements for a tax reduction or tax exemption
under the applicable double taxation agreement within a reasonable period of time before
payment, the maximum amount of withholding tax according to the applicable Double
Taxation Agreement shall be withheld. It is the Contractor’s responsibility to prove thatthe formal requirements for a tax reduction or exemption are met by submitting allnecessary documents.
The VAT reference of Greiner Bio-One Ltd is GB 556262827. The Contractor shall be
liable for correct application of the statutory provisions under value added tax law relating
to a respective supply transaction as well as for any retrospective value added tax
payments arising during the course of tax audits as a result of incorrect information having
been supplied by the Contractor.
If invoicing of Work shall be agreed based on hourly or daily rates, travel and waitingtimes, as well as travel expenses, shall not be remunerated.
Invoices shall be issued after Work has been fully performed.
Unless otherwise agreed in writing, payments shall be made, within 30 (thirty) days, fromreceipt of invoice, but not before receipt of delivery or formal acceptance of the
Deliverables, if applicable, whichever occurs later. The date of payment shall be deemedthe date GBO issues payment instructions. Payment itself shall be executed in thepayment run following the due date, which takes place at least once a month. The
payment shall be deemed on time, if payment is made in the payment run immediately
following the relevant invoice’s due date.
GBO may effectuate payment by way of offsetting against counterclaims of GBO, which
will be communicated to Contractor in writing within the aforementioned payment period.
Contractor shall not be permitted to offset any purported counterclaims of the Contractor
against claims of GBO, unless GBO consents in writing or Contractor has obtained a nonappealable judicial ruling to such effect. The Contractor shall not be entitled to subcontract, transfer, novate or assign claims and any rights arising from this GTC to a third
party without GBO’s prior written consent. Any sub-contract, transfer, novation orassignment of any rights without GBO’s prior written consent shall be null and void.
If the Contractor is part of a conglomerate, then Contractor shall name a bank account,
to which all payments under the order shall be made with debt-discharging effect.
Contractor is not entitled to create any security interest in Goods sold to GBO without
GBO’s prior written consent.

4.3

4.4

4.5

4.6

4.7

4.8

4.9

5.
5.1

5.2

5.3
5.4

5.5

5.6

5.7

6.
6.1

Delivery
The agreed delivery and performance deadlines shall be binding. The delivery or
performance period shall begin to run on the order date and time for delivery shall be of
the essence. If no period is agreed, delivery/performance shall be effected immediately.
If a delay in delivery of Goods or performance of Work is anticipated, then Contractor
shall immediately inform GBO thereof in writing, stating the reasons and the expected
duration of the delay. Remedies in section 13 shall apply accordingly.
Delivery or performance prior to the agreed deadline, or partial delivery, shall only bepermitted with prior written consent of GBO. In any case, no disadvantage may arise fromsuch a delivery or performance; in particular, the payment period according to clause 3.7
does not start before the originally agreed deadline.
GBO reserves the right to postpone any delivery or performance deadline but will informthe Contractor in writing thereof at the least 3 (three) weeks prior to the agreed delivery
or performance date.
Delivery must be made at the expense and risk of the Contractor. Unless otherwise
agreed in writing, Contractor shall deliver the Goods according to Incoterms clauses DDP
Incoterms 2020 to the destination designated by GBO. In case of transactions involving
more than two parties, a written agreement on the applicable Incoterm clause has to beconcluded between the contracting parties. This shall also apply without restriction in
relation to hazardous substances within the meaning of applicable law on thetransportation of hazardous substances. GBO shall not accept COD (cash on delivery)
shipments. Shipments shall be accompanied by a delivery note indicating the order andarticle number(s) and as appropriate a copy of the drawing(s) attached to the order.
The Goods shall be handed over to authorised employees of GBO at the destination.
Where Goods are received upon arrival at the destination, any indication of acceptanceof the Goods is made only in relation to the absence of manifest defects that are obvious
with a high level inspection of the Deliverables. Acceptance of the quality, quantity andconformity of Goods shall only take place upon processing/use or further detailed
inspection of the Goods. Employees of GBO shall by way of general rule not be
authorised to confirm upon acceptance that the Goods are free of quantity and/or quality
defects. However, if an employee does confirm having accepted the Goods in good order,
such declaration shall in any event not also extend to confirmation to the effect that theGoods are free of quantity and/or quality defects.
The Contractor must maintain all requisite and reasonable insurance policies in order tocover its potential liability under any contract with GBO. In particular, the Contractor must
adequately insure the Deliverable at its own expense against damages of all types; theContractor shall provide GBO with evidence of the existence of such insurance policies
upon request, and, upon occurrence of an insured event, assign the claims under suchpolicies to GBO upon request. If, upon request, the Contractor does not immediately
provide proof of such insurance policies, GBO shall be entitled to obtain such insurance
policies at the expense of the Contractor after Contractor’s failure to cure such default
within 30 (thirty) days.
The Contractor shall ensure that the Deliverables comply with all applicable valid laws,
provisions, ordinances, directives and specifications and that they comply with usual
market standards. All Deliverables subject to particular product regulations, such as theControl of Substances Hazardous to Health Regulations 2002 (COSHH) and /or theRegistration, Evaluation, Authorisation and Restriction of Chemicals Regulation 2006 (asamended), must be registered, classified, packaged and labelled in accordance withthese regulations. On demand the Contractor is obliged to provide the registration and/or
certificate to GBO.
The Contractor is aware of the fact that certain territories, legal entities and/or natural
persons are subject to sanctions and/or embargoes under various legal systems (e.g.
under U.S. law, EU law, national law). With respect to the Contractor´s performance of
this Agreement, the Contractor shall be obligated to (i) conduct sufficient due diligenceon and closely monitor its business partners at all time and (ii) ensure through adequate
standards that it does not source any products from legal entities, natural persons and/or
territories that are subject to effective sanctions and/or embargoes or (iii) otherwise
violate any effective sanctions and/or embargoes. The Contractor further warrants that itshall observe all export regulations applicable in connection with a shipment and, inparticular, that it shall obtain all requisite export licences on its own initiative and at its
sole cost and expense.
Packaging and shipping
The Contractor shall package, label and ship the Deliverables ordered in a suitablemanner and at its own cost and risk, irrespective of the agreed upon delivery terms; thisalso shall apply without restriction to hazardous substances. Should GBO exceptionallyassume the costs of packaging, according to written agreement, these costs assumed by
GBO shall be calculated and indicated separately in the invoice; even in this case, theContractor shall bear the risk for the consequences of defective or improper packaging
or labelling. In case of a third party claim against GBO based on defective or improper
packaging, labelling and/or shipping of Deliverables, the Contractor shall fully indemnify
and hold harmless GBO, its officers, directors, shareholders and representatives against
any and all damages, including reasonable legal fees.
The Contractor shall be liable for all damages caused by defective packaging. Goods
damaged in transit shall be returned to the Contractor at its own expense; who is
responsible for the settlement of damage with the carrier or forwarding agent; if
applicable.
GBO reserves the right to return packaging to the Contractor, whereby the value thereof
shall be credited to GBO if return is free of charge to the Contractor.
In so far as the Contractor participates in a regional scheme for packaging disposal, thefollowing legally-binding declaration must be incorporated both into the offer and every
delivery note and every invoice: "Packaging of all goods listed is exempt via licencenumber […]". Additional charges or costs, such as deposit charges or disposal costs,
shall not be borne by GBO. The Contractor may retake the packaging and dispose of it,
or GBO shall be entitled to arrange for disposal to be undertaken by third parties at therisk and expense of the Contractor.
In case of "special/hazardous waste", the Contractor shall either dispose of all
special/hazardous Deliverables or the residue of such Deliverables itself or take back for
disposal at its own risk and expense. If the Contractor fails to comply with such obligation,
GBO shall be entitled to arrange for disposal to be undertaken by third parties at theContractor’s risk and expense.
In the case of shipment using euro pallets, the Contractor shall use its own exchangeable
euro pallets which shall be as good as new, and which shall be exchanged upon handover
to GBO.
If wood is used in packaging, it must comply with the respectively applicable EU
phytosanitary provisions. The IPPC / ISPM15 standards shall apply.
Formal acceptance of Work
The formal acceptance of Work shall take place following completion of the respective
Work by way of countersignature by GBO on an acceptance report. In so far as Work cansubsequently no longer be inspected, GBO shall inspect the written records of the Work.
There shall be no implied formal acceptance as a result of silence, payment, or use.

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6.2

In so far as formal acceptance is required by government authorities, especially formal
acceptance by recognized experts or official agencies, the Contractor shall arrange forthe same at its own expense prior to formal acceptance of the Work by GBO, unless thisperformance is explicitly excluded from the scope of performance. Official certification by
an issuing authority that Deliverables subject to official inspection are free from defects
and any formal acceptance by government authorities shall be transmitted to GBO in duetime before a formal acceptance of the Work by GBO.

7.
7.1

Quality assurance
In order to ensure the conformity with the agreed quality, the Contractor undertakes to
conduct all quality-control measures in accordance with the agreed specifications. The
Contractor must be certified at least in accordance with ISO 9001 or another comparable
quality management scheme. The Contractor shall strive to implement continuous
measures and practices for quality improvement which conform to said standards andpractices or similar standards and practices and operate a quality assurance program
which serves to identify, correct and prevent defects. In order to ensure quality, theContractor shall, inter alia, be under a duty as follows: (i) to regularly conduct inspections
and tests; (ii) to conduct all quality-control measures in accordance with specifications
and, in the absence of specifications, to apply customary industry standards andapplicable law; and (iii) to keep detailed records of inspection, documentation and otherdata with regard to the manufacturing process and the prevailing quality control
procedures and quality standards in respect of the Deliverables and make them available
to GBO upon request.
GBO has the right to inspect the Contractor's quality management system during normal
business hours at the Contractor's place of business, subject to GBO providing theContractor with written notice at least 5 (five) working days in advance; under nocircumstances may Contractor use the inspection to justify any delay or prevent deliveryof the Deliverables. Detailed records of inspection, documents and other data relating to
the current manufacturing processes, quality-control procedures and quality standards of
the Contractor shall be maintained by the Contractor and provided to GBO upon request.
The Contractor shall oblige its sub-suppliers to guarantee compliance with the same
quality assurance measures and shall grant GBO the inspection rights set forth in clause
7.2 at GBO's request.

7.2

7.3

8.

Records and audits
In line with generally-recognized accounting principles and practices, the Contractor shallkeep precise records relating to all matters concerning its contractual obligations. The
Contractor shall retain such records for at least 7 (seven) years from the date of the last
payment under the order to which such records serve to determine whether theContractor has complied with its obligations under the applicable order. GBO and its
authorised representatives shall be granted reasonable access to such records for the
purposes of inspection and audit during normal business hours, and the Contractor shallprovide GBO with all reasonable support.

9.

Formal acceptance obligation and force majeure
Circumstances which are not foreseeable and are beyond the control of GBO or its subContractors, which shall include, without limitation, the effects of war, riot, strikes, lockouts, national disasters, epidemic and pandemic like e.g. COVID 19 and disruptions intransport and operational disturbances in the sphere of GBO or its sub-contractors,("Force Majeure"), shall release GBO from its obligation to accept delivery of Deliverables
for the duration and to the extent of their effects. Neither legal strikes nor where materials
or parts of Goods are rejected shall be considered instances of Force Majeure. In theevent of Force Majeure, the Contractor has no claim for consideration or compensation
or refund. In the event of Force Majeure, the Contractor is obliged to take all possible andreasonable measures to fulfil his contractual obligations (e.g. to procure necessary parts
elsewhere, to find alternative means of transport, to take the greatest possible preventive
measures).

10.

Transfer of risk
Risk shall be transferred only upon receipt of the Deliverables at the destination
designated by GBO, and fulfilment of all ancillary duties by the Contractor, especiallydelivery of all required documentation (e.g. test documents, operating instructions,
instructions for use, etc.) to an authorized employee of GBO, unless otherwise agreed
upon in writing. In the case of delivery with installation or assembly, risk shall pass to
GBO upon formal acceptance of the installed and assembled Deliverables.

11.
11.1

Warranty, indemnification and liability
The Contractor represents and warrants that Deliverables:i)are free and clear of all liens, security interests, claims and encumbrances;ii)
do not infringe upon the intellectual property rights of any third party;iii) fully comply with the agreed specifications and requirements, holds all relevant andrequisite certificates, approvals, authorisations, licences and permits, is fit for its
particular purpose, and is of satisfactory quality (within the meaning of the Sale ofGoods Act 1979);
iv) do not comprise any defects regarding design, material or processing and is in a
fully-functioning and merchantable condition; andv)
at all times comply with all applicable laws, provisions, ordinances, directives andspecifications and meet the usual market standards, in particular statutory accidentprevention rules and safety rules (CE conformity).
The Contractor represents and warrants that Work:i)is performed with due care and skill in a professional and workmanlike manner infull compliance with all final written descriptions, specifications, requirements andrepresentations:
ii)
shall conform to the warranties set out in clauses 11.1 ii) and v) respectively.
In case Contractor discovers defects in the Goods at any time (even after delivery),Contractor shall immediately notify GBO of such defects. Such notification shall beaccompanied by all relevant data, such as in particular the nature of the defect and theaffected order and product numbers.
Unconditional formal acceptance of the Deliverables does not waive Contractor’s
obligation to comply with the warranties set forth herein and GBO’s rights in connection
herewith.
The warranty period shall be 2 (two) years with effect from the date of transfer of risk
unless a longer statutory period shall apply.
If the Deliverables do not comply with the representations and warranties or GBO’s
requirements, if safeguarding rules or other protective provisions are not observed, or if
the Deliverables have other defects, then irrespective of the severity of the defect, GBO
shall be entitled, to demand (at its own discretion) cancellation of the purchase contract,
reduction of the purchase price (reduction), remedy of defect free of charge (rectification)or replacement delivery free of charge. If GBO shall request rectification, the Contractor
shall immediately remedy the defects at its own risk and expense. Upon request from
GBO, the Contractor shall immediately, and at the latest within 10 (ten) working days,

11.2

11.3

11.4

11.5
11.6

exchange defective parts of goods or services for defect-free parts at its own risk andexpense. In the event that the documentation is faulty, but the Deliverables themselves
have no defects, the documentation must be corrected and sent to GBO within 5 (five)working days. If the Contractor does not cure or remedy within the respective timeframes,
clause 11.7 shall apply accordingly.
11.7 In the event that the Contractor fails to fulfil its warranty obligations within the period
stated in these GTC or otherwise within a reasonable period, GBO shall be entitled to
remedy the defects itself or to arrange for third parties to remedy the same or in anothermanner to obtain a replacement at the Contractor’s expense. In urgent cases (e.g. inorder to avoid production delays or interruptions), GBO shall be entitled to remedy thedefects discovered at the cost of the Contractor without providing an extension of time tocure.
11.8 If defects cannot be remedied on site, transportation costs shall be borne by theContractor.
11.9 The Contractor shall be under a duty to provide a complete and easily-comprehensible
instruction manual for use in English and to keep all necessary documents of manufacture
and manuals. Furthermore, the Contractor is obligated to monitor its products and, if
necessary, to recall defective products delivered to GBO as Deliverables at its own
expense, to immediately provide a copy of the manufacturing documents and to provide
all reasonable assistance as well as to name the records and to provide all reasonableassistance, as well as to name the manufacturer/importer within 14 (fourteen) workingdays.
11.10 The representations and warranties set forth in 11.1 and 11.2 shall also apply if theContractor installs or assembles the Deliverables at GBO’s request. In such event, thewarranty period shall commence upon formal acceptance by GBO in accordance with thewritten acceptance confirmation.
11.11 Contractor shall indemnify and hold GBO, its officers, directors, shareholders andrepresentatives harmless from any losses, expenses or damages, including, without
limitation, reasonable legal fees, resulting from Contractor’s violation of any applicablelaw or regulation.
11.12 Exclusions of liability of all kind, as well as limitations on liability on the part of theContractor, in particular on the basis of warranty or damages, shall not be accepted
unless the same have been expressly negotiated in detail with GBO and agreed to inwriting.
11.13 The Contractor shall be liable for negligence and defects of its sub-contractors as if they
were its own. The Contractor shall ensure that any of sub-suppliers, shall perform theirservices in accordance with the terms agreed with GBO.
11.14 If a claim is made against GBO by third parties in relation to (a) any defects in
Deliverables; and/or (b) any infringement of intellectual property rights of third parties, theContractor shall fully indemnify and hold harmless GBO, its representatives, officers,
directors, and shareholders against all losses costs, charges and expenses incurred by
GBO as a result of such claim. Furthermore, GBO shall be entitled to reimbursement of
all costs and expenses incurred by it in connection with product recall actions in relation
to the Goods. GBO shall as far as possible and reasonable, inform the Contractor as tothe nature and extent of such product recall actions. GBO shall immediately inform theContractor about the assertion of claims covered by the indemnity in this clause 11.14
and shall not make any payments nor acknowledge claims without referring to theContractor. Further legal claims of GBO against the Contractor shall remain unaffected.
12.
12.1

12.2

Changes to Deliverables
Changes requested by GBO
GBO may at any time request a change to the Deliverables, which shall be implemented
by the Contractor. If the change can be executed by the Contractor using the resources
which the Contractor has already deployed in accordance with the contract between thetwo parties, this shall not have any impact on price; if the change has an impact on theagreed price or delivery date, the Contractor shall notify GBO accordingly in writing
without delay. Upon request, the Contractor shall disclose its cost calculation to GBO.
The Contractor shall provide a modified offer, which GBO may accept or reject.
Changes requested by the Contractor
The Contractor shall not be entitled without GBO’s express written consent to make anychanges whatsoever to the Deliverables, in particular:
Changes with regard to specification of the Deliverables
Changes with regard to composition of raw materials
Changes with regard to origin of raw materials which have an impact on thequality of the components and/or the quality of GBO's end product
Changes in relation to certification status
Changes regarding to packaging of the Deliverables.
In the event that the Contractor should be forced to make changes to components,
particularly in regard to raw materials or suppliers of raw materials, packaging,
manufacturing processes, location, capacity, improvements or extensions which could
impact upon the form, suitability or function of the Deliverables or which could influence
the specifications of the Deliverables, the Contractor shall notify GBO in writing thereofat least 12 (twelve) months in advance and shall prepare a change offer. Such changed
offer shall contain at least the following information:
Detailed description of proposed changes to the Deliverables;
Reason for the proposed changes;
Date on which the proposed changes are to be made.
In so far as the changes are approved by GBO by way of corresponding confirmation,
they shall be executed at the cost of the Contractor unless agreed otherwise.

13.
13.1

Default and delay, withdrawal
Without prejudice to any other right or remedy it may have, GBO shall be entitled toterminate a contract with immediate effect by giving written notice to the Contractor if
the Contractor:i)commits a material breach of its obligations under these GTC which isirremediable or which fails to be remedied within 14 days;ii)
commits, or any of its employees, agents or subcontractors commits any act
which brings GBO into disrepute or which in GBO's reasonable opinion isprejudicial to its interests;iii)
undergoes a change of control where the entity acquiring control is a competitor
of GBO and for the purposes of this clause, "control" shall have the meaning
given in section 1124, Corporation Tax Act 2010; oriv)
suffers any of the following events: (a) the passing of a resolution for winding up
or a court of competent jurisdiction making an order for winding up or dissolution;(b) the appointment of an administrator, receiver, administrative receiver; (c) an
encumbrancer taking possession of any assets; (d) being unable to pay debts
within the meaning of section 123 of the Insolvency Act 1986; or (e) ceasing to

INTERNAL
Greiner Bio-One Ltd | Reg. No. 2734565| Unit 2, Pear Tree Way, GL 10 3XG U.K., Stonehouse, Gloucestershire, United Kingdom| Phone +44 (0)1453 825255 | Fax 44 (0)1453 827277| office@uk.gbo.com | www.gbo.com

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13.2

13.3

13.4

14.

15.
15.1

15.2

15.3

15.4

15.5
15.6

15.7

16.
16.1

16.2
16.3

16.4

17.
17.1

17.2

carry on business for more than 30 days.
In the event of delivery or performance being delayed or in breach of contract, other thanin an event of Force Majeure or due to the fault of GBO, subject to any extension of time
for delivery granted by GBO, GBO shall further be entitled to impose and the Contractor
shall pay on demand liquidated damages at the rate of 1% of the total order value foreach day or part thereof that the Contractor exceeds the agreed date of delivery, up to a
maximum of 25% of the total order value. The Contractor acknowledges that any
liquidated damages recoverable by GBO from the Contractor by virtue of this clause apply
to protect GBO's legitimate interest including ensuring that the Deliverables are deliveredon time and the sums paid to GBO reflect the level of performance of the Contractor andshall be recoverable by way of separate compensation and not as a penalty. The amountof liquidated damages specified above represents a normal loss suffered by GBO each
day it is deprived of the Deliverables due to late delivery. The due date for payment ofliquidated damages imposed pursuant to this clause shall be 10 business days after thedate upon which demand is made for such damages and may be payable by deduction
from any sums payable by GBO to the Contractor pursuant to these GTC. GBO shall inany event reserve the right to claim any loss exceeding the said contractual penalty.
In the event that delay or default is however due to Force Majeure, the Contractor shallbe obliged to immediately notify such circumstance and to provide documentary evidenceof the same upon request. In such event, the delivery or performance period or deadline
shall be extended by the duration of impact of such circumstances. Neither legal strikes
nor the fact that materials, parts or finished goods have been rejected shall be considered
instances of Force Majeure.
In the event that, for any reason whatsoever, the contract should be terminated, theContractor shall not be entitled to refund.
GBO shall be entitled to withdraw from the contract within 14 days of GBO placing anorder for the Deliverables with the Contractor, subject to indication of good cause; in such
event, the Contractor shall not be entitled to claim any damages.
Compliance
The Contractor undertakes at all times during the contractual relationship with GBO tocomplywith
theGreiner
Codeof
Conduct,
https://www.greiner.com/fileadmin/user_upload/Downloads_Dokumente/8_2020_Codeof-Conduct_EN_web.pdf as well as the Greiner Code of Conduct for Suppliers andBusiness Partners, https://sustainability.greiner.com/lieferanten/, as may be amended
from time to time, plus all applicable laws and provisions, in particular the UK Bribery Act
2010 and US Foreign Corrupt Practices Act of 1977 (as amended), as well as theapplicable anti-trust, competition and anti-corruption laws. Neither the Contractor, nor
those persons acting in its name, in particular executives, employees or representatives,
shall make or offer improper payments or gifts in either direct or indirect form to third
parties, including their employees or executives, or to public officials, representatives ofa governmental agency or authority or those of a political party or a candidate of the latter.
The Contractor undertakes that its own suppliers shall comply with the comparable
principles to those of the Greiner Code of Conduct. GBO reserves the right to audit theContractor at any time during business hours further to prior written notice to verify
adherence to the terms of the said Code of Conduct and all applicable laws and rules. In
the event of non-compliance, GBO reserves the right to terminate any order subject tothese GTC at any time and with immediate effect by written notice to the Contractor.
Property rights
Documents of all kinds, such as descriptions, samples, drawings, models, tools, moulds
and other items which GBO has made available to the Contractor, remain the exclusive
property of GBO.
The Contractor may neither use such documents for its own purposes nor make such
available to third parties, to the extent not directly required in connected with theperformance of the order. Without request, documents shall be automatically returned
complete including any copies thereof, at the latest once they are no longer required by
the Contractor for the purpose of performance and delivery, or after a corresponding
request from GBO. Return shall be free of charge to GBO.
The said documents must be checked by the Contractor immediately upon receipt. Any
derogations therefrom shall only be permissible with the written consent of GBO. If such
documents contain technical or other defects, the Contractor must notify GBO thereof assoon as such defects are identified.
The Contractor hereby grants to GBO a licence to use any of its intellectual property
rights freely, as may be required to take the benefit of the Deliverables, to renew partiallyor completely, and for the resale of the Deliverables.
In so far as licences are required from third parties in order to enable the Contractor toprovide the Deliverables, the Contractor shall procure them at its own expense.
The Contractor shall be liable for ensuring that no property rights (including intellectual
property rights) of third parties are infringed by GBO as a result of the Contractor's
performances or as a result of use of Deliverables acquired from the Contractor. The
Contractor hereby fully indemnifies and holds GBO harmless against all losses costs,
charges and expenses incurred by GBO in the event of any infringement of property rightsof third parties.
The Contractor hereby assigns to GBO with full title guarantee all of its right, title andinterest in any work results of the Contractor based on information from GBO, in particulardrawings, specifications and data of GBO, and GBO shall exclusively be entitled to fileand register intellectual property rights on a worldwide basis in respect thereof.
Sub-suppliers
The Contractor undertakes to inform GBO in writing of all sub-suppliers who support theContractor in fulfilment of contractual obligations. Sub-suppliers not named in the contract
or order must be approved by GBO in writing, which approval shall not be unreasonably
refused.
When GBO gives its consent, the Contractor must ensure that sub-contracts enable theContractor without limitations to fulfil its obligations in relation to GBO.
The Contractor shall ensure that GBO is entitled to inspect Works undertaken for the
purpose of fulfilling contractual duties at Contractor’s and/or sup-supplier’s place ofbusiness any time, and to obtain information on the current status of Work on site.
Irrespective of which party supplies the Deliverables, the Contractor shall always bedeemed the responsible contracting party. For the avoidance of doubt, any approval of a
sub-supplier granted by GBO shall not release the Contractor from its obligations inrelation to GBO under the contract.
AccessWhen entering GBO's place of business, the Contractor must comply with GBO's
applicable safety rules. GBO shall provide Contractor with a copy of the safety rules prior
to Contractor visiting GBO’s facility.
Subject to reasonable prior notification to the Contractor, Contractor shall grant GBO
access to the Contractor’s place of business during normal business hours in order toinspect Work in connection with the contractual Deliverables.

18.
18.1

18.2

18.3

18.4

18.5

19.
19.1

19.2

19.3

Confidentiality
The Contractor undertakes to maintain the confidentiality of all technical and commercial
data relating to GBO which is disclosed directly or indirectly by GBO, including all
information relating to plans, timetables, technical data, constructions, drawings and all
information relating to sales, pricing, research and development, finance, construction,
manufacture, quality, design, intellectual property, plant and processes, employees,
customers, suppliers and other persons with which GBO has a business association, in
so far as the same is not generally known except that the Contractor may disclose suchinformation as required by law, a court order or by any relevant regulatory or government
authority or to the extent that information has come into the public domain through nofault of the Contractor.
For the purpose of fulfilling its contractual duties, obligations and other tasks, theContractor may only use such persons whom it has verifiably and expressly placed undera duty to observe confidentiality prior to commencement of their activity.
The duty to maintain confidentiality in respect of all data and business and/or trade
secrets shall continue to exist also following the end of the contractual relationship,
without restriction; it shall also extend to such data and business and/or trade secrets
which are entrusted to the Contractor/the persons referred to in clause 18.2 on theoccasion of further contractual negotiations to be conducted or which are otherwise
rendered accessible, even if such negotiations should not lead to conclusion of a contract.
Disclosure of confidential information shall not constitute transfer of know-how or property
rights nor any related granting of licence. The Contractor shall not be entitled to fileproperty rights of any type whatsoever in connection with any confidential information
obtained directly or indirectly from GBO.
No rights, in particular, no rights of prior use, shall be asserted against GBO regarding
applications for industrial property rights from the knowledge of confidential information
made available or provided to the Contractor.
Place of performance, place of jurisdiction and choice of law
Unless agreed otherwise in Section 4 of these GTC or any contract subject to these GTC,
place of performance for Deliverables supplied by the Contractor shall be the place ofperformance as stipulated by GBO.
Any dispute arising out of or in connection with these GTC and/or in connection with any
contractual relationship between GBO and the Contractor subject to this these GTC,
including in relation to its creation, validity, nullity, interpretation, performance andtermination as well as its pre- and post-contractual effects ("Dispute"), shall be settled by
the competent courts of England and Wales having jurisdiction over the subject-matter.
GBO may, at its sole discretion, alternatively, submit a Dispute for final settlement under
the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator
appointed in accordance with the said Rules; in case GBO submits a Dispute for final
settlement under the Rules of Arbitration of the ICC and in case the amount in disputeaccrues to more than EUR 1,000,000.00 (one million euros), either Party may opt for a
tribunal with three arbitrators appointed in accordance with the said Rules. The seat of
the arbitration shall be London. The language of the arbitration shall be English. For the
avoidance of doubt, it is expressly agreed that the governing law of this arbitration shallbe exclusively the Laws of England and Wales without regard of the conflict-of-law rules.
The decision and/or award rendered by the arbitrator(s) shall be written, final and nonappealable. The losing party shall bear all the costs of arbitration including the fees andexpenses of the arbitrator(s) and, in particular, pay the costs of the successful party (inparticular legal and expert fees).
These GTC, all contracts subjects to these GTC and any dispute, claim or obligation(whether contractual or non-contractual) arising out of or in connection with them shall begoverned by the laws of England and Wales, without regard to its choice of law principles.
Neither the United Nations Treaty on International Sale of Goods (CISG) nor any otherexisting or future bilateral or international treaties shall be applicable.

20.
20.1

Miscellaneous
All orders, transactions and call-offs, amendments and additions thereto and amendmentof the underlying contract, including these GTC and this written-form clause itself, shall
only be legally valid when in writing. This shall also apply with regard to any contractual
termination.
20.2 Any order or contract between GBO and Contractor shall not establish any employment
contract whatsoever between GBO and any person whomsoever employed by theContractor. For this reason, it is expressly agreed that the Contractor shall itself be
responsible for all employer obligations imposed by the competent authorities regarding
to the fulfilment of contractual duties and with regard to any taxable income of theContractor. Furthermore, GBO shall assume no liability for making payments such as
wages, daily allowances, income tax, social-security contributions and insurance
contributions. The Contractor shall fully indemnify and hold GBO harmless in this regard.
20.3 Each of the parties warrants to the other party that it duly complies with its obligations
under all applicable data protection regulations.
20.4 All business correspondence shall be conducted exclusively with GBO's purchasing
department.
20.5 The Contractor is not entitled to sub-contract, transfer, novate or assign any claims tothird parties arising out of or in connection with any contract with GBO without GBO’s
prior written consent and any sub-contract, transfer, novation or assignment in violationof this provision is null and void.
20.6 In the event that any individual terms of the contract or of these GTC should be legallyinvalid. If a provision of these GTC or of any contract subject to these GTC is or becomes
illegal, invalid or unenforceable, that shall not affect the validity or enforceability of these
GTC, nor the validity or enforceability of any other provision of these GTC. The invalid
provision shall be replaced in good faith with a valid, legal and enforceable provision theeconomic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provision.
20.7 In respect of the cooperation, the Contractor may only advertise using the businessconnection and/or the products of GBO subject to obtaining the prior written consent of
GBO. This may be revoked at any time without reason and shall require the immediatedeletion/cessation of further use for any purpose without any entitlement to cost
reimbursement.
20.8 No provision of these GTC is enforceable pursuant to the Contracts (Rights of Third
Parties) Act 1999 by any person who is not a party to it.
20.9 No single or partial exercise or failure or delay in exercising any right, power or remedy
by either party shall constitute a waiver by that party of, or impair or preclude any further
exercise of that or any right, power or remedy arising under these GTC or otherwise.
20.10 Any notice to be given to a party under these GTC shall be in writing (which includes
email) signed by or on behalf of the party giving it, and shall be delivered personally, orsent by recorded delivery, to the address of the party set out in the Purchase Order. Either
party may, by a notice given in accordance with this Section, change its address for the
purposes of this Section. A notice shall be deemed to have been served: (a) at the time

INTERNAL
Greiner Bio-One Ltd | Reg. No. 2734565| Unit 2, Pear Tree Way, GL 10 3XG U.K., Stonehouse, Gloucestershire, United Kingdom| Phone +44 (0)1453 825255 | Fax 44 (0)1453 827277| office@uk.gbo.com | www.gbo.com

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of delivery if delivered personally; or (b) 3 days after posting in the case of an address in
the United Kingdom and 7 days after posting for any other address.
20.11 These GTC constitute the entire agreement and understanding of the parties with respect
to the subject matter of these GTC and supersede any prior agreements, representations
or arrangements between the parties (oral or written) in relation to such subject matter.
Each party acknowledges that: (a) upon entering into these GTC, it does not rely, andhas not relied, upon any representation (whether negligent or innocent), statement or
warranty made or agreed to by any person (whether a party to these GTC or not) except
those expressly set out in these GTC; and (b) the only remedy available in respect of any
misrepresentation or untrue statement made to it shall be a claim for breach of contract
under these GTC.

INTERNAL
Greiner Bio-One Ltd | Reg. No. 2734565| Unit 2, Pear Tree Way, GL 10 3XG U.K., Stonehouse, Gloucestershire, United Kingdom| Phone +44 (0)1453 825255 | Fax 44 (0)1453 827277| office@uk.gbo.com | www.gbo.com

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