General Terms and Conditions of Purchase of
DFE PHARMA (“DFE PHARMA”)
payable department. Incorrectly specified
invoices will be returned to the Supplierand may lead to payment delay.

GENERAL
1.

Scope

1.1

The present general terms and conditionsof purchase (the “Purchase Conditions”)
shall apply to purchases of goods andservicesby
DFE
PHARMA(“DFE
PHARMA”) from suppliers and/or service
providers (jointly the “Supplier” or“Suppliers”).

1.2

Any terms and conditions deviating fromthe present Purchase Conditions shall not
become binding upon DFE PHARMA except
when expressly accepted by DFE PHARMA
in writing. Any standard terms andconditions of Supplier are excluded as partof the agreement with Supplier.

2.

Formation of the contract

2.1

No contract shall be deemed to have been
formed between DFE PHARMA and theSupplier until and in so far as DFE PHARMA
accepts an offer by placing a written order.

2.2

All costs incurred by Supplier in relation to anoffer are for Supplier’s account.

3.

Price, payment, and security for advancepayment

3.1

In the absence of an agreement to thecontrary, the agreed price for the supply
of goods is all inclusive and therefore
includes all costs and rights, adequate
packaging, inspections, tests, certificates,
import duties, levies, transport, but does
not include VAT; for the rendering ofservices, the price includes travelling andaccommodation
expenses,
travelling
hours,
transport,
office,meal,
administrative costs and other overheads,
and in all cases the costs of any thirdparties engaged by the Supplier, if any.

3.2

3.3

Payment by DFE PHARMA does not in any
respect whatsoever imply a waiver of any
right under the contract and the present
Purchase Conditions or law. Payment cannotberegardedasconstituting
any
acknowledgement by DFE PHARMA of thesoundness of the delivered goods and/or theservices rendered and does not release theSupplier from any liability in that regard.

3.4

Payment releases DFE PHARMA from all
obligations arising from the relevant contract
and cannot be regarded by the Supplier as
payment of any other alleged claim of the
Supplier on DFE PHARMA.

3.5

In the absence of an agreement to thecontrary, the Supplier shall not be entitled toraise the agreed prices during the term of thecontract. In the event the Supplier is obliged
or entitled to increase the prices by virtue ofa mandatory law provision, then DFE PHARMA
shall have the right to terminate the contract
with immediate effect.

GOODS PROCUREMENT
4

General
Articles 5 up to and including 10 apply,
alongside the general provisions above andbelow, insofar as the contract between DFE
PHARMA and the Supplier relates to goods
purchased or to be purchased by DFE PHARMA
from or via the Supplier. In cases of conflict
between articles 5 to 10 and other articles ofthese Purchase Conditions, the articles 5 to 10
take precedence.

5.

Delivery, packaging

5.1

In the absence of written agreement to thecontrary, deliveries shall take place ‘Delivered
at Place’ (in accordance with the relevant
provisions of the most recent version of
Incoterms) at the place indicated by DFE
PHARMA, with an accompanying waybill. The
delivery time commences as soon as thecontract is formed and is a firm deadline on
penalty of forfeiture of rights. Exceeding thedelivery term places the Supplier in default
without notice of default being required. The

Invoices of Supplier shall exclusively bedeemed eligible for payment provided
they are correctly specified, that they bear
the relevant and correct reference orpurchase order number and the date of
the order of DFE PHARMA and that they
are sent to the correct accounts

1Supplier is obliged to give DFE PHARMA timely
and adequate advance notice of delivery andthe possibility of late delivery.

5.2

The goods and/or materials must be packaged
and preserved in such a way that protection
against external forces is ensured. The
Supplier is obliged to follow any reasonable
instructions given by DFE PHARMA in thatregard.

6.

Transfer of risk and ownership

6.1

The Supplier guarantees that the full andunencumbered ownership of the goods is
supplied.

6.2

The goods and/or materials will remain at theexpense and risk of the Supplier until they aredelivered, in accordance with the agreed
terms of delivery.

6.3

Ownership of the goods shall pass from the
Supplier to DFE PHARMA no later than at thetime of delivery, unless (i) otherwise agreed
upon between the Parties, or (ii) if the goods
are rejected by DFE PHARMA in accordancewith the provisions of article 8.

7.

Documentation, parts and tools
All drawings, manuals, computer programs,
parts, tools, and user rights needed for the
maintenance, repair, usage and/or onward
delivery of the goods shall be jointly delivered
to DFE PHARMA and, if made specifically inconnection with the order placed by DFE
PHARMA, transferred in ownership to DFE
PHARMA in accordance with the provisions ofarticle 13 of these Purchase Conditions.

8.

Inspection and quality control

8.1

Without prejudice to any further rights,
including rejection of goods, DFE PHARMA
reserves the right to inspect, to check and/or
to test the goods delivered or to be delivered,as well as the facilities of the Supplier, either
acting for itself or through another,irrespective of where the goods, or thefacilities in question are located subject toproviding reasonable notice. The Suppliershall cooperate with the above. DFE PHARMA
can further require a production orconfirmation sample, free of charge. The
inspection costs shall be borne by the Supplierif the inspected goods and/or materials fail tomeetthespecifications
orgeneralrequirements as provided for in article 9.

8.2

Supplier acknowledges and agrees that DFE
PHARMA shall not be under a duty to carry out
full entrance controls or inspections of thegoods upon delivery, and that any delivery
inspections by DFE PHARMA may be limited tovisual inspection as to whether or not the
goods supplied reveal any apparent deviationsin quantity or defects due to transportation.

8.3

If any (part of a shipment or a production
batch of the) goods do not conform to therepresentations and warranties as set forth inarticle 9, DFE PHARMA may reject, at its
discretion, the entire shipment or production
batch without any payment becoming due by
DFE PHARMA for any part of such shipment or
production batch of the goods and without any
liability towards the Supplier. DFE PHARMA
shall store the rejected goods or cause them
to be stored at the Supplier’s expense and risk.

9.

Defects Liability

9.1

The Supplier guarantees to DFE PHARMA that
the
goods
being
deliveredandtheaccompanying documentation meet theagreedspecifications,
properties
andrequirements or, if no agreements have been
made in that regard, the specifications,
properties and requirements that are
customary for the trading of these goods. The
Supplier further guarantees that the goods
and the accompanying documentation meetall
the governmental regulations in the
country of production.

9.2

The Supplier further guarantees that the
goods supplied are fit for purpose and can beused and processed for that purpose and thatthe goods possess the agreed level of quality
and that they meet the requirements laid
down by or pursuant to law, and/or applicableself-regulatory rules, inter alia in regard toquality, health, safety, the environment andadvertising.

9.3

DFE PHARMA reserves the right to returnrejected goods and/or documentation to the
Supplier at the Supplier’s expense or to retain
them at the expense and risk of the Supplier.
If the goods and/or documentation are storedby DFE PHARMA, the Supplier is obliged tocollect them from DFE PHARMA within twodays of receiving a request from DFE PHARMA
to do so.

9.4

If goods supplied by Supplier do not conformto the guarantees pursuant to Articles 9.1 and9.2 above, DFE PHARMA – at its sole discretion– shall have the right to request the Supplier
to remedy such defect by either

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a)

Replacing or repairing the defective
goods orb)

reducing the purchase price for thedefective goods orc)issuing a credit to DFE PHARMA equal tothe purchase value of the defective
goods.

If the Supplier fails to remedy the defect inaccordance with the above-mentioned terms
or refuses to remedy such defect withinreasonable time after having received notice
by DFE PHARMA requesting such remedy, DFE
PHARMA shall be entitled to rescind theindividual purchase contract with respect tothe defective goods or to demand a reductionof the purchase price for such defective goods.
9.5

The terms in this Article 9 shall be in addition
to any warranty claims and claims fordamages provided by the law applicable to theagreement with the Supplier.

RENDERING OF SERVICES
10.

General

Articles 11 up to and including 12 apply alongside
the general provisions above and below, insofar as
the contract between DFE PHARMA and the Supplier
relates to services to be received by DFE PHARMA
from or via the Supplier. In cases of conflict between
articles 11 to 12 and other articles of these Purchase
Conditions, the articles 11 to 12 take precedence.
11.

Execution

11.1 The Supplier shall complete the order within
the agreed period of time in accordance witha program approved by DFE PHARMA.
Exceeding this term places the Supplier indefault without notice of default being
required.
The Supplier shall give DFE PHARMA timely
advance notice of the progress of and thepossibility of the term being exceeded. Thatadvance notice does not release the Supplierfrom its liability in the event of the term
actually being exceeded. The Supplier will
inform DFE PHARMA in writing when it judgesthat it has completed the agreed work. DFE
PHARMA will inform the Supplier whether it
accepts the completed work within fourteendays of receiving that notification. The factthat DFE PHARMA has put the work into
operation cannot be deemed to constitute its

acceptance. The acceptance of the completed
work does not cancel the rights of DFE
PHARMA with regard to defects, irrespectiveof whether DFE PHARMA has discovered or
could reasonably be expected to havediscovered them during the acceptance period
and not reported them to the Supplier.
11.2 If and insofar as the work is performed at DFE
PHARMA’s location, that shall be done during
the normal work hours at that location, unlessthe parties have agreed otherwise in writing.
The Supplier is obliged to carry out the workoutside of those working hours on DFE
PHARMA’s first request. Travelling and waitingtimes do not constitute worked time and can
only be charged to DFE PHARMA if that has
been expressly agreed in writing between DFE
PHARMA and theSupplier.
11.3 The Supplier shall arrange at its own expense
and in good time all permits, exemptions,approvals and decisions needed for the
performance of the work assigned to the
Supplier.
12.

Guarantee

12.1 The Supplier shall perform, all of its obligations
under the contract: (i) in strict accordancewith the terms of the contract, including allamendments, work orders and other related
documents;
(ii)
in
a
professional,
commercially diligent basis, in accordancewith the generally accepted industry andprofessional standards, procedures andpractices, to the reasonable satisfaction of
DFE PHARMA and (iii) in accordance with therequirements laid down by or pursuant to law,and/or applicable self-regulatory rules, interalia in regard to quality, heath, safety, theenvironment and advertising.
12.2 Furthermore, the Supplier guarantees that thework will at all times be carried out with due
observance of all statutory and othergovernmental provisions concerning thepayment of social insurance contributions andtaxes, safety, the environment, hygiene,
product designations or other matters asapplicable under the relevant law and at thelocation of the work. All costs of measures,
including repair measures, needed to meetthese provisions or that may be needed tomeet them, and all penalties and or damages
resulting from non-compliance with theseprovisions, shall in all cases be defrayed by
the Supplier, even if they are initially borne by
DFE PHARMA.

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12.3 The Supplier will obey the provisions of DFE
PHARMA’s Code of Conduct for Business
Partners available on the website at
dfepharma.com
GENERAL
13.

Intellectual and industrial property
rights13.1 Drawings,
images,designs,models,calculations, processes, methods, tools, molds
and everything else that can be the subject ofany right of intellectual or industrial property
or can be placed on par with such a right(hereinafter referred to as “documentationand materials”), which are issued by DFE
PHARMA or which are made on the
instructions of DFE PHARMA or in thatconnection by or on behalf of the Supplier for
DFE PHARMA and all intellectual and industrial
property rights in their regard accrue
exclusively to DFE PHARMA, which is also
deemed to be the maker and/or designer,
irrespective of whether DFE PHARMA pays aseparate or compound fee for that purpose.
The Supplier undertakes to do everythingnecessary to provide DFE PHARMA with theexclusive rights referred to above (including
any necessary deeds of transfer).
13.2 The
Supplier
isobligedtoreturndocumentation and materials issued by DFE
PHARMA on the first request of DFE PHARMA
and in all cases upon termination of thecontract.
The
risk
concerningtheaforementioned documentation and materials
is borne by the Supplier until such
documentation and materials are returned.
The Supplier will check the aforementioned
documentation and materials for accuracy andconsistency prior to commencing execution of
the contract and will report deviations andinaccuracies to DFE PHARMA, in the absenceof which the Supplier will be liable for all
damages and costs suffered by DFE PHARMAin that regard.
13.3 The Supplier shall clearly mark the
documentation and materials issued by DFE
PHARMA as being the property of DFE
PHARMA and inform third-parties of DFE
PHARMA’s right of ownership. The Suppliershall immediately inform DFE PHARMA if the
documentation and/or materials are subjected
to attachment or no longer freely available to
the Supplier for other reasons.
13.4 The Supplier shall refrain from using the
documentation and materials issued by DFE
PHARMA for purposes other than those forwhich they were provided and will not
reproduce them in full or in part, by anymeans whatsoever, issue them to third parties
or show them to third parties.
13.5 The Supplier guarantees to DFE PHARMA thatthe use (including sale or delivery) of thegoods delivered to DFE PHARMA does not
infringe any right of intellectual or industrial
property belonging to a third-party and will
indemnify DFE PHARMA against claims of third
parties and defray in full all damages andcosts suffered and incurred by DFE PHARMA in
connection with those claims. DFE PHARMA’s
approval of documentation and materials andother notifications or information issued by oron behalf of the Supplier does not affect ordiminish the obligations of the Supplier under
this article and these Purchase Conditions.
14.

Confidentiality

14.1 The Supplier is obliged to protect theconfidentiality of all information originatingfrom DFE PHARMA, including all information
coming to its notice in the context of a request
for an offer, an order and/or the execution ofa contract and to stipulate the same in respectof personnel and third parties engaged in thecontext of making an offer, assessing an order
or executing a contract. The provisionsof this article are applicable in particular - but
not solely - to recipes, know-how orprocedures of production, prices, confidential
businessandtechnical
information,
documentation and other materials provided
by DFE PHARMA to the Supplier. The Supplieris prohibited from using the aforesaid
information for its own purposes or for third
parties.
To the extent that the Supplier must disclose
any information originating from DFE PHARMAin the performance of this contract to third
parties, it shall do so after either having
obtained written consent of DFE PHARMA or
havingenteredinto
confidentiality
undertakings with such third parties.
14.2 Without DFE PHARMA’s prior written consent
the Supplier shall abstain from any publicity inwhatsoever form about any contract and/or
cooperation between the parties or of any of
the terms and conditions or other facts withrespect to any contract between the parties,
including the status thereof and will direct its
directors,
officers,
employees,
andrepresentatives to do the same.
15.

On-site instructions and regulations

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15.1 The Supplier shall at all times adhere to theapplicable rules on the sites and at thefacilities of DFE PHARMA, such as hygiene andsafety regulations.
15.2 The only persons granted access to thegrounds of DFE PHARMA are those registeredby the Supplier with DFE PHARMA and whose
admission has been approved by DFE PHARMA.
15.3 Other than in cases of intentional act oromission or gross negligence on its own partor its executive management staff, DFE
PHARMA cannot be held liable for any
damages or any injuries of any naturewhatsoever and originating or caused in any
manner whatsoever in the execution of thecontract to the Supplier, to third parties
engaged or otherwise involved by the Supplierin the execution of the contract, to goods of
the Supplier or those third-parties or persons
employed by the Supplier or those third
parties.
16

Prohibition on outsourcing andassignment.

16.1 The Supplier is forbidden without the priorwritten permission of DFE PHARMA to transfer
or outsource the contract or its execution in
full or in part to third parties. DFE PHARMA is
authorized at all times to transfer the contract
in full or in part to any other group company
of DFE PHARMA.
16.2 Claims of the other party on DFE PHARMA are
not transferable except with the prior writtenconsent of DFE PHARMA.
17

Termination

17.1 Either party is entitled to suspend theimplementation of the contract or to terminate
or rescind the contract in full or in part bymeans of a written statement and without aprior notice of default or judicial intervention
with immediate effect, whilst retaining all its
rights to compensation for costs, damage,losses, and interest; a) if the other party fails
to meet one or more of its obligations underor otherwise related to the contract or to meetthem on time or in full, or if it established thatfull compliance will be impossible; b) if theother party is declared bankrupt or its
bankruptcy or (provisional) suspension of
payment is applied for or granted, if it
liquidates or discontinues its business, offers
a composition, if an attachment is imposed on(part of) its assets or if it otherwise proves tobe insolvent; c) if material changes are madeto direct or indirect ownership or control ratios
at the business of the other party.
17.2 DFE PHARMA reserves the right to terminate
this contract at all times for any reason,
subject to a reasonable notice period.
17.3 In the event of termination in accordance withthe terms of this contract, neither party canbe held liable for any form of compensation fordamages.
18

Incoterms and AEO (Authorized
Economic Operator) Certificate

18.1 The delivery terms used in these conditions orother agreements between the parties shall beinterpreted and construed in conformity withthe provisions of the most recent version of
the Incoterms.
18.2 The Supplier guarantees that it is either (i) aholder of a combined AEO certificate for
Customs Simplifications and Safety or (ii) has
submitted an application for such an AEO
certificate or (iii) is able to issue a statement
signed by the other party’s boardof management with regard to “safety andsecurity” as referred to in the “Common
format of security declarations for AEOS and
AEOF” of the European Commission(Reference number TAXUD/2007/1729).
18.3 The Supplier moreover guarantees that it has
an environmental, social and governance planand/or policy in place in which it addresses its
contribution to a more environmental andsocial sustainable future. The Supplier will
share the plan and/or policy with DFE PHARMA
upon request.
19

Further provision, applicable law, andcourt of competent jurisdiction

19.1 In the event of one or more of the provisionsof these Purchase Conditions proving to beinvalid or being set aside by a court of law, theother provisions will remain fully in force. The
parties shall in good faith attempt to replace
any unenforceable provision of these Purchase
Conditions with a provision that is enforceable
and that comes as close as possible toexpressing the intention of the original
provision.
19.2 All contracts between DFE PHARMA and theSupplier are subject to the laws of the Federal
Republic of Germany, without regard to its
conflict of law principles. The applicability of
the United Nations Convention on Contracts

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for the International Sale of Goods of 1980(CISG) is however excluded.
19.3 The forum for any disputes between theparties that result from or are otherwise
connected with any contract and/or these
Purchase Conditions shall be the courts in
Düsseldorf, Germany. However, each party
hereto in its sole discretion shall be free tocommence legal proceedings against theother party at the competent courts of theother party´s principal place of business.
Except for preliminary injunctions, the choicesof forum set forth in this Article 19.3 shall be
exclusive.

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