General Terms andConditions of Purchase for
US entities
1) ACCEPTANCE, SCOPE AND STRUCTURE OF
THESE TERMSa) The present General Conditions of Purchase define
the terms of purchase of applicable Goods andServices between the Sartorius company placing
the Order (as defined hereafter) and its suppliers,
sellers, service providers or subcontractors as
appropriate (hereinafter “Supplier”).
b) The General Conditions of Purchase are entirely
applicable as soon as the Order is accepted under
the terms defined in Article 3 a) hereinafter, as thesole contractual terms applicable between the
Supplier and Sartorius. In no event shall any preprinted terms or conditions found in Supplier’s
quote or purchase order, invoices or other preprinted forms be considered an amendment or
modification of this Agreement. Such pre-printed
terms or conditions shall be considered null and of
no effect.
c) All Orders of Sartorius are exclusively governed by
the present General Conditions of Purchase andany particular conditions set out in the Order(hereinafter “Particular Conditions”) as well as (asthe case may be) all other contractual documents(hereinafter
designed“OtherContractualDocuments”) defined in the Particular Conditions.
d) If there is any contradiction between those different
documents, the priority order will be as follow:
1. Particular Conditions
2. General Conditions of Purchase, and3. Other Contractual Documentse) Particular Conditions, General Conditions ofPurchase and Other Contractual Document
constitute the entire agreement between Sartorius
and the Supplier (the “Agreement”) and prevail over
all other prior documents or agreements, express or
implied, written or oral. The Agreement constitutes
the entire agreement and understanding between
the parties and supersedes all prior andcontemporaneous
negotiations
andunderstandings between the parties, whether oral
or written, expressed or implied.

f) In the event the cooperation between Sartorius andthe Supplier, under which Sartorius may purchaseand take delivery of ordered Products from Supplier
for resale, and Supplier may manufacture, sell anddeliver to Sartorius the volumes and versions of
Products ordered by Sartorius, are governed under
the terms of a separate purchase agreement, or
quality agreement (together the “Related
Agreements”), the provisions of the Related
Agreements will prevail in the event of any conflict
between any provisions of this Agreement and any
provision of any Related Agreements.
g) These General Conditions of Purchase shall apply to
all transactions between Sartorius and the Supplierin the version current at the time of the transaction,even if their application has not been expressly
agreed again.
h) No variation to these General Conditions ofPurchase shall be binding unless agreed in Writing
between the authorized Representatives of the
Supplier and Sartorius.
2) DEFINITIONSIn these General Conditions of Purchase:“Affiliate” means any individual or entity directly or
indirectly (i) controlling, (ii) controlled by, or (iii)
under common control with the ultimate parent
company of such Party. For purposes of thisdefinition, “control” means the direct or indirectownership of more than fifty percent (50%) of theoutstanding voting rights, or the right to control thepolicy decisions of the respective entity. An Affiliate
shall not be deemed to be a third party hereunder.
“Business Day” means any day other than a
Saturday, Sunday or any day which is a federal legal
holiday or any day on which banking institutions areauthorized or required by law or other governmental
action to close.
“Confidential Information” means any informationthat is confidential in nature concerning the otherParty and/or its Affiliates, including, without
limitation, any details of its business, affairs,
customers, clients, suppliers, Intellectual Property,plans, strategy, products (either existing or underdevelopment), or services.
“Deliverable” mean Goods, software, information,technology, documents, and any other items to bedelivered by Supplier pursuant to the Agreement,
including any such items furnished incidental to theprovision of Services.
Last update: May 2022

“Delivery Location” means the location specified in
the order to which Supplier shall procure thedelivery of the Goods.
“Force Majeure” means any event outside thereasonable control of either Party and shall include,
without limitation, war, threat of war, revolution,
terrorism, riot or civil commotion, strikes, lockout orother industrial action, blockage or embargo, actsof, or restrictions imposed by Government or publicauthority (including but not limited to shelter-inplace orders), failure of supply of water, power, fuels,transport, equipment or other deliverables orservices, explosion, fire, radiation, flood, natural
disaster or adverse weather conditions, pandemic,
epidemic, or Acts of God. Events related to the
Covid-19 Pandemic shall not be deemed to be
Force Majeure events.
"Goods" means the goods, components, rawmaterials (including any installment or any parts forthem) which Supplier is to supply in accordance withthis Agreement.
“Intellectual Property” means patents, patentapplications, designs, Inventions (as hereinafter
defined), invention disclosures, trade secrets, knowhow, registered and unregistered copyrights, works
of authorship, computer software programs, databases, trademarks, service marks, trade names,
brand names, logos, and trade dress and any similar
proprietary rights and any licenses or user rights
related to the foregoing.
“Invention” means any new device, design, product,
computer program, article, method, process, or
improvement or alteration thereon, work ofauthorship or derivative thereof, or any of theforegoing that is patentable, copyrightable,
protectable under any applicable mask works law,
protectable as a trade secret or protectable under
any similar law, whether registered or not.
“Order” means all order(s) placed by Sartorius forthe supply of Goods and/or performance ofServices.
“Price(s)” means the price(s) for the Goods orServices determined in accordance with theOrder(s).
“Representatives” means Sartorius and Supplier’s
respective employees, agents, consultants, officers,
subcontractors and Affiliates.
“Services” means all services described in the Order
and/or supplied by the Supplier to Sartorius underthese General Conditions of Purchase.
“Specifications” mean the description of the Goods
and Services and attached to the Order or otherwise
provided to the Supplier by Sartorius in Writing.
“Supplier” means the person or entity who accepts

the Order from Sartorius for the purchase of theGoods or Services, or whose quotation for theGoods or Services is accepted by Sartorius.
“Warranty Period” means the period commencing
on the later of: (i) the date the Goods are received
by Sartorius or the Services are performed, andending two (2) years thereafter; (ii) or commencing
on the date on which the Goods have been put into
service for their specified use or the Services
performed and ending two (2) years thereafter.
"Writing” means communication by registeredletter or by e-mail and “written” will be interpreted
accordingly.
Any reference in these General Conditions ofPurchase to any provision of a statute shall be
construed as a reference to that provision as
amended, re-enacted or extended at the relevanttime. The headings in these General Conditions ofPurchase are for convenience only and shall notaffect their interpretation.
3) ORDERSa) The Supplier shall acknowledge receipt of the Orderplaced by Sartorius and any variation (if applicable)
within two (2) Business Days.
b) Acceptance of the Order (whether made by written
or oral acknowledgement or shipment of the Goodsor performance of the Services subject to andspecified in the Order, or any part thereof)
constitutes acceptance by the Supplier of these
General Conditions of Purchase. Any delivery madeor work started by the Supplier pursuant to theOrders shall constitute acceptance of the Order.
c) The Supplier acknowledges that except as
specifically provided within the Order, the rates andPrices therein are sufficient to cover its obligations,
whether expressed or implied under the Order.
When the work or any part of it is to be performed
anywhere other than the Supplier’s premises,
Supplier shall be deemed to be fully familiar with all
local laws, regulations and conditions and otherfactors that may affect the performance of the work.
4) SPECIFICATIONSa) Sartorius is, at all times, relying on the Supplier’s
knowledge and skills. Supplier warrants that thequantity, quality and description of the Goods andthe Services shall be as provided in (i) these General
Conditions of Purchase, (ii) the Order and/or in any
Last update: May 2022

applicable Specification supplied by Sartorius toSupplier, and/or (iii) in Writing by Sartorius. The
Goods and Services shall comply with all relevantlaws and regulations and applicable industry
standards.
b) The Goods supplied shall be new and shall not havebeen used previously.
c) In the event Supplier cannot provide Goods orServices that fully conform to the applicable Orderor Specifications, Particular Conditions, or these
General Conditions of Purchase, prior to Accepting
the Order, the Supplier shall disclose Supplier’s
proposed exceptions or deviations and seek
Sartorius’ written approval. Supplier must clearly
enumerate and clearly and specifically identify any
and each exception or deviation. Each suchexception or deviation must be supported withstrong justification. Sartorius must provide its
written approval to each exception or deviation for
it to become effective, and the Order be consideredamended accordingly. If Supplier fails to provide
such deviation or exception list, and Accepts theOrder, Supplier will be bound by the terms of theOrder, without any exceptions or deviations.
d) Any Specification supplied by Sartorius to the
Supplier or specifically produced by the Supplier forSartorius in connection with the Order, together
with any Intellectual Property rights in theSpecification, shall be the exclusive property ofSartorius. The Supplier shall not disclose to any third
party or use any such Specification except to theextent that it is or becomes public knowledge
through no fault of its own, or as required for the
purpose of the Order.
e) These warranties shall survive the completion ofeach Order and are in addition to any warranties ofadditional scope given to Sartorius by the Supplier.
No implied warranties are excluded.

b) No invoice will be accepted or processed for
payment unless it refers to the Sartorius Ordernumber, is appropriately addressed and provides
sufficient detail with respect to each item invoiced.
c) Sartorius shall pay all invoices as per the terms
defined in the Order.
d) In the event that payment is made before deliveryof any or all of the Goods or the Services, theSupplier hereby grants to Sartorius, and Sartorius
shall have, a security interest in the Goods,
components and/or raw materials used in orpurchased or designated for the manufacture of
the Goods or purchased using any money paid bySartorius (or its subsidiaries or agents) to the
Supplier (or on the Supplier’s behalf), which
security interest shall attach to the Goods,
components and such raw materials immediately
upon the Supplier’s receipt of such payment. The
Supplier also agrees to execute and file (or, atSartorius’ discretion, permit Sartorius or Sartorius’
agents to file), or take such other reasonableactions as deemed necessary by Sartorius, in orderto establish, evidence, or perfect, such security
interest, at the Supplier’s cost.
e) The making of payment shall not be deemed toconstitute acceptance of the Goods or Services.
f) All costs, damages or expenses for which Supplier isliable to Sartorius may be deducted from any
amounts due or becoming due to Supplier or may berecovered from the Supplier by action at law orotherwise.
6) SECURITY STOCK

5) PRICE AND TERMS OF PAYMENTa) In order to guarantee Sartorius a certain security andavoid delivery delays or interruptions, the Supplier
agrees and commits itself to maintain a security stockof the Goods listed in the Order issued by Sartorius,
and in conformity with the terms listed in theParticular Conditions and/or Other ContractualDocuments.

a) Prices are exclusive of applicable value-added orsales tax but inclusive of all packaging as stated on
the Order and shall remain fixed until the delivery
and acceptance of all Goods and completion of all
the Services, which are the subject of the Order inaccordance with these General Conditions ofPurchase.

b) Sartorius reserves the right to audit at any time thesecurity stock in the Supplier’s premises or otherfacilities. If requested by Sartorius, Supplier shallprovide reasonable access to its premises for thispurpose. The audit will be undertaken by an
employee or any agent of Sartorius, who will be
designated for this purpose

Last update: May 2022

7) RISK AND PROPERTYa) Risk of damage to or loss of the Goods shall pass toSartorius when the Goods have been delivered andunloaded.
b) Where payment for the Goods is made prior todelivery, the title in the Goods shall pass to Sartorius
once payment has been made and the Goods havebeen appropriated or allocated to Sartorius.
Notwithstanding, the terms in this Section 7(b) shallnot affect when the risk of loss or damage to theGoods will transfer to Sartorius nor preclude or reduce
Sartorius’ right to inspect the Goods prior toacceptance.

8) DELIVERY AND IDENTIFICATION OF GOODS
AND PERFORMANCE OF SERVICESa) Goods and Services shall not be dispatched or
performed prior to receipt by the Supplier of Sartorius’
written Order. The Goods shall be delivered (and all
work associated therewith shall be completed) to the
Delivery Location and the Services shall be performedby the date(s) specified in the associated Order or asotherwise agreed by Sartorius in Writing.
b) Whenever the Supplier is on Sartorius' premises,
Supplier shall abide by, and perform the Services inaccordance with Sartorius’ requirements and comply
with Sartorius’ rules regarding safety and access toSartorius’ facilities, as well applicable laws andregulations.
c) Time shall be of the essence of the Supplier’s
obligations hereunder. If the Supplier fails to begin
performing the work upon receipt of the Order, or it
appears to Sartorius that the Supplier may not be able
to complete the work by the required date, or the
Supplier fails to do so, Sartorius may terminate theOrder or any part thereof in accordance with theprovisions of Clause 15 hereof.
d) Without prejudice to any other remedy, if thedeliveries of Goods are not made or the Services are
not performed on the due date(s), or withoutcertificates, identification or documentation in fullcompliance with Sartorius’ requirements, Sartorius
shall be entitled to recover from the Supplier, by wayof damages and not as a penalty (either directly or by
deduction from any amounts due or which becomedue to the Supplier) a sum equivalent to 5% of thePrice for each week’s delay up to a maximum of 50%of the Price (or such other percentage and /or period
as may be specified in the Order, Particular
Conditions and/or Other Contractual Documents).
e) Goods delivered in excess of the amount called for in
the Order, or without Sartorius written Order, may berefused and returned to the Supplier at the Supplier’s
expense, and Sartorius shall be entitled to invoice theSupplier for a handling fee which may amount to ten
per cent (10%) of the Price of the delivered Goods.
f) To the extent that they do not conflict with the terms
and conditions of the Order, Incoterms (latest
edition), shall apply to the Order.
g) Each package or case shall be clearly marked with the
Supplier Company’s name and Order number andSartorius’ Order reference. Where required inaccordance with the relevant EC directive, Goods
shall be stamped with the EC mark on the product,
the documentation and the packaging. Any failurefrom the Supplier to comply with the provisions of thisClause 8 (g) shall allow Sartorius to refuse and return
the Goods to the Supplier at the Supplier’s expense,and Sartorius shall be entitled to invoice the Supplier
for a handling fee which may amount to ten per cent(10%) of the Price of the delivered Goods.
h) The Supplier shall be responsible for proper
packaging, loading and tie-down to prevent damage
during transportation. No charge will be allowed for
packing, crating, loading, or storage without Sartorius’
written permission.
i) All Goods shall be suitably packed to withstandnormal freight handling and to withstand periods ofstorage and if the Goods or any parts of them aredamaged due to faulty or inadequate packing, thedamaged Goods or part of them shall be repaired or
replaced at the Supplier expense whether or not
delivery has been accepted.
j) An Order and/or delivery shall not be deemedcomplete until all Goods and all other related
Deliverables (including manuals and otherdocumentation) and Services have been actually
received and accepted by Sartorius.
9) INSPECTIONa) Sartorius may, at all reasonable times and upon
reasonable notice, perform such inspections and/or
audit at the Supplier facilities, as Sartorius deems
necessary to assure itself of the Supplier’s compliance
Last update: May 2022

with applicable laws and regulations, the Order andthese General Conditions of Purchase.
b) If as a result of inspection or testing, Sartorius is notsatisfied that the Goods or the Services comply in all
respects with the Order, Sartorius has the right toreject any work which is considered to be defective or
inferior in quality of materials, workmanship,processing, design or not in accordance with theSpecifications. Any work so rejected shall immediately
be replaced or corrected at the Supplier’s expense.
The Supplier shall resubmit the replacement Goods orre-performed work for inspection or testing at
Sartorius’ sole judgement.
10)QUALITY OF PERFORMANCEa) The Goods or Services, or any sample thereof, shall beof satisfactory quality and fit for any purpose Sartorius
specifies in the Order or by implication made known
that Sartorius requires at the time the Order is placed
and which is also of a standard not less than that ofprevious supplies (if any) approved by Sartorius.
b) The conformity and quality of the Goods and Services
provided constitute an essential condition of theAgreement.
c) The Goods shall be free from defects in design,material and workmanship. Services shall be
performed by appropriately qualified and trained
personnel, with due care and diligence and to suchhigh standard of quality as is reasonable and all
equipment and materials provided will at all times bemaintained in first class condition by the Supplier.
Sartorius reserves the right to require thereplacement of any personnel, equipment ormaterials that do not comply with the foregoingprovisions at Supplier’s cost.
d) All processing shall be in accordance with Sartorius’
Order(s), and is subject to Sartorius’ approval. It isagreed that no payment will be made in respect toprocessing which Sartorius subsequently rejects. The
conformity of the Goods and Services, also includes
quantity ordered.
11) ORIGIN OF RAW MATERIALSa) The Supplier shall supply at its own expense,
certificates of analysis, tests, and certificates of origin
as are required by Sartorius in connection with theGoods or Services or required by law. Suchinformation shall be delivered no later than two (2)business days after Order receipt.
12) CHANGES TO GOODSa) The Supplier shall have an established Change
Control and Notification procedure to ensure that
Sartorius is notified in the event of any changes. This
procedure shall allow full traceability of all establishedchanges as well as evaluation of potential impact of
the individual change.
b) Major Changes: The Supplier shall notify Sartorius ofany permanent or temporary suspension or
implementation of major changes in the production ofGoods at least one (1) calendar year in advance by
written notice to be countersigned by Sartorius. Majorchanges shall be the following:i.

Changes in the composition, source and gradeof any raw material.

ii.

Changes in the method of production,
processing, sterilization or testing that may
affect form, fit or function of the supplied
Goods.

iii.

Changes of production location.

iv.

Changes in the specification of supplied
Goods.

v.

Changes of pre-suppliers.

c) Minor Changes: Before any minor changes are made,the Supplier shall inform Sartorius at least six (6)months in advance by written notice to be
countersigned by Sartorius. Minor changes shall be
the following:
i.
ii.
iii.

iv.

Methods or equipment used for testing theGoods
Any other quality assurance activities relating to
the Goods
Changes in the packaging storage anddistribution conditions, if these have been
agreed individually between the Parties for theGoods.
Changes in the labelling, specifically content, if
these have been agreed individually between
the Parties for the Goods.

d) Change Notifications must be sent to Sartorius by
email
to:
supplier.changenotification@Sartorius.com

Last update: May 2022

e) The Supplier shall produce enough unchanged
Goods to supply Sartorius for a minimum period oftwenty-four (24) months after implementation of
the announced change.

13) CHANGES TO SERVICESa) The Supplier shall have an established Change
Control and Notification procedure to ensure that
Sartorius is notified in the event of any changes. This
procedure shall allow full traceability of all establishedchanges as well as evaluation of potential impact of
the individual change.
b) Major changes: Sartorius requires twelve (12) months
prior written notice from the Supplier, to be
countersigned by Sartorius, before the Supplier
implements the following changes of the Services:i.

Changes in the method of processing,sterilization or testing that may affect form, fit orfunction of the Good where the Service isperformed on.

ii.

Changes of service location.

iii.

Changes in any other field impacting theprovided Service(s).

c) Minor Changes: Sartorius requires a three (3) months
prior written notice from the Supplier, to be
countersigned by Sartorius, before the Supplier
implements the following changes of the Services:i.

Methods or equipment used for testing.

ii.

Any other quality assurance activities relating to14) CONTINUITY OF SUPPLY
Supplier agrees to continue to manufacture, or ensurea third party manufactures the Goods, including any
spare parts and/or any element of the Goods for aminimum period of ten (10) years following theirdelivery. Supplier shall inform Sartorius of total or partial
interruption of production of Goods or performance ofServices, with no less than two (2) years advance written
notice. In the event of a total interruption, Sartorius
shall be afforded a “last time buy” of an amount no lessthan the average twelve (12) month purchasing history
multiplied by the remainder of the continuity period.
Supplier undertakes for the same ten (10) year period
to supply technical assistance to Sartorius on its firstdemand and to carry out maintenance of the supply. If
Supplier intends to surrender manufacturing or sale of
any Goods, Supplier shall inform Sartorius hereof in
writing without undue delay. Sartorius shall have thepreferred right, within six (6) months upon receipt of
this notification, to assume the manufacturing and saleof the respective Goods against payment of areasonable fee to be negotiated between the Parties
hereto.
15) WARRANTIESa) The Supplier acknowledges that Sartorius is at all
times relying on the Supplier’s knowledge and skills
and on its representations and warranties set forth
herein.
b) Warranties of Goods: The Supplier hereby represents
and warrants to Sartorius that:i.

the Services.
iii.

Changes in the packaging, storage andiv.

Changes in the specifically content.

distribution conditions, e.g. for spare parts.

d) Change Notifications must be sent to the Buyer by
email to: supplier.changenotification@Sartorius.come) The Supplier further guarantees that the Buyer shallhave the opportunity within three (3) months of such
notice, to procure from the Supplier a quantity ofunchanged Services equivalent to a minimum of
twelve (12) months consumption requirement. The
annual consumption requirement shall be calculatedon the basis of the Sartorius’ planning at the time ofnotice.

ii.

iii.

The quantity, quality and description of theGoods and all components, raw materials andrelated work shall be as specified herein, in theOrder and/or in any applicable agreement, quote,
Specification or drawing supplied Sartorius to the
Supplier or agreed in Writing by Sartorius, or as
described in the Particular Conditions and/or
Other Contractual Documents.
The Goods shall comply with and be performed inaccordance with all applicable laws, regulations
and industry standards, including as toenvironmental matters and good engineering
practices.
The Goods shall be new and shall not have beenused previously and shall be free from defects indesign,material
andworkmanship,merchantable, fit for any purpose Sartorius
specifies in the Order or by implication madeLast update: May 2022

iv.

v.

vi.

vii.

viii.

known to the Supplier at the time the Order isplaced.
The Supplier shall convey to Sartorius good title(free and clear from all liens, encumbrances,claims, and other defects in title) to all Goods
delivered to Sartorius.
The Goods, the process of their manufacture, andthe use of the Goods for any purpose for which
they are customarily intended will not infringe any
patent claim or other Intellectual Property rights
of a third party.
All documents including invoices, and all
information submitted by the Supplier in supportof any costs shall constitute a true, accurate andcomplete description of the Goods, activities andtransactions to which they pertain.
All samples provided to Sartorius by the Suppliershall be free from defects in design, material andworkmanship, and no Goods delivered hereundershall be of a lesser quality or standard than thecorresponding samples or previous supplies
received by Sartorius from the Supplier without
Sartorius’ written approval. The acceptance bySartorius of samples shall not discharge theSupplier of its warranty and shall not be construed
or viewed as the acceptance of the Goods
delivered.
All work performed in connection with or related
to the Order and/or the Goods shall be
performed by appropriately qualified and trained
personnel, with due care and diligence and tosuch high standard of quality as is reasonable andall equipment and tools provided will at all times
be maintained in first class condition by the
Supplier. Sartorius reserves the right to require
the replacement of any personnel, tools or
equipment that do not comply with the foregoingprovisions at the Supplier’s cost.

contained herein, Sartorius may at any time terminate
the Order(s) and seek damages from Supplier whereappropriate. Furthermore, Sartorius reserves the rightto manufacture or seek the performance of theobligations hereunder by a third party which would
otherwise be performed by the Supplier under the
warranty in such cases where the Supplier has been
unable to resolve a problem or breach in a reasonable
period of time. In such cases, Sartorius reserves theright to charge Supplier for all costs, both direct andindirect, in connection therewith.
f) Warranties of Services: Supplier, as a professional,
warrants to Sartorius that the Services executed i)
conform to the Order, and ii) are free from any
defect, whether or not hidden.
g) The acceptance by Sartorius of the Services
provided by the Supplier shall not discharge theSupplier of its responsibility for all hidden or nonapparent defects, regardless of when the defect is
discovered.
h) Without prejudice to Sartorius’ ability or right toterminate the Order(s) and seek damages, in theevent that the Supplier does not resolve or cure nonconforming Services within a reasonable period oftime, Sartorius reserves the right to provide itself or
to seek provision of the Services from a third party andrecharge the cost thereof to Supplier.

16) INDEMNITY / INSURANCEd) All warranties set forth herein shall survive acceptanceof the Goods provided hereunder or termination of
the Order and are in addition to any additional
warranties given to Sartorius by the Supplier. No
implied warranties are excluded.

a) Acceptance of the Order constitutes an agreementby the Supplier to indemnify, defend, and holdharmless, Sartorius, its Affiliates and Sartorius’
successors and assigns (“Sartorius Indemnified
Parties”) from and against all liability, loss, damage,injury, action, claim or demand and charge, cost andexpense, including but not limited to, attorneys’ fees,
costs, internal processing expenses, rework andremanufacturing costs, sustained by or incurred by
Sartorius by reason of failure of the Goods or theServices to conform to the warranties contained
herein or in the Order or breach by the Supplier of anyof its obligations hereunder or negligence or willful
misconduct by it, its employees, representatives oragents. Such indemnity shall be in addition to any
other remedies afforded by law, contract or equity
and shall survive termination of the Order.

e) In the event Supplier breaches the Agreement,
without prejudice to other rights or remediesb) The Supplier shall also, at its expense, indemnify,
defend and hold harmless Sartorius Indemnifiedc) Where the Supplier has the benefit of warranties inrelation to components included in or incorporated
into the Goods, the benefit of such warranties shall beassignable and is hereby assigned to Sartorius.
Sartorius may assign warranties provided by Suppliers
to its customers.

Last update: May 2022

Parties from and against any suit or proceeding that
alleges or is based on a claim that the Goods or any
component part furnished hereunder, or the Services,
infringe any patent or other Intellectual Property
rights of a third party. The Supplier shall pay all
damages, costs and attorneys’ fees related to, or
arising from, any such suit or proceeding and, atSartorius’ sole determination and discretion, either:
i.

ii.

iii.

iv.

at Sartorius’ expense, obtain the right forSartorius to continue to purchase and/or use theGoods or the Services;
rework the Goods so as to make them noninfringing while preserving their originalfunctionality;
replace the Goods with non-infringing Goods
that are functionally equivalent to the infringing
Goods;
refund Sartorius the amounts paid hereunder if
the Goods are not replaceable.

c) The Supplier shall maintain, at its own expense andthrough a carrier with an A.M. Best rating of A- or
better, insurance coverage with limits typicallypurchased by companies of similar size in the Supplierindustry; provided, however, at a minimum the
Supplier will maintain:
i.

ii.
iii.

iv.
v.
vi.

Commercial General Liability - $1,000,000 per
occurrence/$2,000,000
policyaggregate;including products and completed operations
and contractual liability;
Automobile Liability - $1,000,000 combined
single limit;
Umbrella/Follow
form
ExcessLiability - $10,000,000 per occurrence/policy
aggregate;
Workers’ Compensation – Statutory;
Employers Liability - $1,000,000;
Pollution
Legal
Liability(ifapplicable) - $5,000,000.

d) Sartorius shall be named as additional insured on theCommercial
GeneralLiability,
Automobile
Liability andUmbrella/Follow
form
ExcessLiability policies and a waiver of Subrogation included
on the Workers’ Compensation policy. Supplier’s
insurance shall apply as primary and non-contributory
to that of Sartorius. Such insurance policies will be
written with appropriately licensed and financially
responsible insurers. Supplier shall inform Sartorius ofany cancellation or reduction in coverage with aminimum of 30 days prior written notice.

e) The Supplier recognizes and agrees that any clauseseeking to limit its liability is not acceptable toSartorius.
f) The Supplier will provide Sartorius with a certificate of
insurance evidencing such coverage and willpromptly furnish copies of endorsements and/or
policies upon request. The limits and insurance
policies/coverage identified in this section areminimum requirements and shall in no way define orlimit the obligation of the Supplier in the event of loss.
17) DEFECTIVE GOODS OR SERVICESa) Without prejudice to Sartorius’ other legal or
equitable rights and remedies, including those
provided by these General Conditions of Purchase,the Supplier grants to Sartorius, in tandem with any
legal warranties, a contractual warranty, as provided inthis section.
b) Regarding this contractual warranty, and if Goods orServices are defective or fail to meet the requirementsof the Order, Sartorius reserve the right to either:
i.

ii.

iii.

iv.

v.

Require the Supplier to remedy, at its own
expense, any defects that may arise in the work
related thereto. The Supplier shall guarantee for afurther 12 months all remedial work carried out
under this warranty. Where a defect arises within
the original Warranty Period but does not
become apparent until that period has expired,
the warranty period shall be extended to include
such time as when Sartorius discovered thedefect and gave notice of same to Suppler.
Supplier’s liability does not cease because
Sartorius has not been able to give notice of thedefect during the initial warranty period.
Return the Goods for repair or replacement or
require replacement Services within thetimescale specified by Sartorius at the Supplier
cost; orCarry out any necessary remedial actions andthen charge the Supplier’s account for such work;orRequire that the Supplier refunds the fullPurchase Price within thirty (30) days of Sartorius’
notice and terminate the Order;
Refund to Sartorius all direct and indirect costs
sustained by Sartorius and resulting from thedefects of Goods or Services, including thoselinked to voluntary or mandatory product recalls,
corrections or removals, including those imposedby public authorities,
Last update: May 2022

vi.

vii.

Compensate Sartorius for all consequential
damages, direct or indirect, which result, in whole
or in part, from the Supplier’s obligations or
performance under the Agreement, including
those related to bodily injury or property damage
suffered by third parties, Sartorius or Sartorius’
successors or assigns.
Terminate this Agreement.

c) In the event a defect or non-conformity is discovered,
the Supplier shall (i) send a report detailing the natureand extent of the defect within twenty-four (24) hoursof the discovery of the defect, and (ii) to implementwith Sartorius a “quality wall” in order to avoid
disruptions to production.
18) TERMINATION FOR DEFAULT OR INSOLVENCYa) In the event of any default by the Supplier in theperformance of any obligations, Sartorius may,where such default is capable of remedy, give theSupplier written notice to rectify such default in a
specified time. If the Supplier fails to comply withthe requirements of the notice, or in Sartorius’ soleopinion, the Supplier’s default is incapable ofremedy to Sartorius’ satisfaction, Sartorius shall beentitled to terminate the Order, in whole or in part,with immediate written notice to the Supplier,without prejudice to any other rights under theOrder or otherwise.
b) Sartorius shall be entitled to terminate the Order if:
i.

ii.
iii.

Supplier is adjudged bankrupt, applies forjudicial or extra-judicial settlement with its
creditors, makes an assignment for the benefitof its creditors, voluntarily files for bankruptcy
or has a receiver or trustee (or the like)appointed by reason of its insolvency, or
becomes the subject of liquidation or
dissolution proceedings; orSupplier ceases, or threatens to cease, to carryon business; orSartorius reasonably believes or anticipates
the events outlined in subsections (i) and (ii)
are about to occur and notifies Supplier.

c) Sartorius’ rights and remedies are in addition to
and without prejudice to other rights and remedies
under the Order including Sartorius’ right to allow
the Supplier to continue the work and recover fromit the loss or damage suffered by Sartorius inrespect of Supplier’s defective or delayed
performance.

19) TERMINATION FOR SARTORIUS’ CONVENIENCEa) Termination shall not relieve either Party of liability
with respect to any breach or with respect to rights
and obligations based upon any matter which
occurred prior to termination.
b) Sartorius may terminate the Order, for any reason or
no reason, in whole or in part, with three (3) months’
notice to the Supplier. The Supplier shall cease all
performance except to the extent provided in thenotice of termination. In such event, Sartorius shallmake payment to the Supplier (as full and final
settlement of all claims which the Supplier may haveagainst Sartorius as a result of termination) for all
work satisfactorily performed up to the date of
termination. This shall include all materials, whichhave been procured properly by Supplier forincorporation in the work.
c) The Supplier acknowledges its obligation to take allreasonable steps to mitigate liabilities arising fromsuch termination.
20) TOOLSa) All special dies, tooling, molds, patterns, jigs, fixtures,
and any other property which Sartorius furnishes to
the Supplier or specifically pays for, for use in theperformance of the Order, shall be and remain
Sartorius’ property, shall be subject to removal upon
Sartorius’ instruction, shall be for Sartorius’ exclusive
use, shall be held at the Supplier’s risk, and shall be
kept insured by the Supplier at its expense while inits custody or control in an amount equal to thereplacement cost, with loss payable by it. The
Supplier shall indemnify, defend and hold harmless
Sartorius Indemnified Parties against all claims,
liability, loss, damage and/or cost arising from aclaim by the Supplier’s employees, agents or
consultants in connection with the operation ofsuch equipment while in Supplier’s care, custodyand control.
b) The Supplier shall not impose on Sartorius its own“reserve property clause”, or the one deriving from a
subcontractor. The Supplier commits itself to takeresponsibility for all claims and actions which could
be brought by any third parties against it and obtain,
if necessary, the breaking of such a clause.
21) INTELLECTUAL PROPERTY RIGHTSa) Any Specification supplied by Sartorius to the
Supplier or specifically produced by the Supplier for
Last update: May 2022

Sartorius, in connection with an Order, together
with any Intellectual Property rights therein, shall be
Sartorius’ exclusive property. The Supplier shall notdisclose to any third party any such Specification
except to the extent that it is or becomes publicknowledge through no fault of its own; or as requiredby law, provided that the Supplier gives Sartorius
immediate notice of such legal requirement andcooperates fully with Sartorius’ attempts to acquirea protective order; or for the purpose of fulfilling theOrder, to the extent that the third party is under anobligation of confidentiality no less stringent then as
stated herein. The Supplier shall not use any suchSpecification except to the extent that it isnecessary for the purpose of fulfilling the Order.
b) If Sartorius has commissioned the Supplier toproduce a design or Specification or drawing in theOrder, the Supplier agrees that the commissioned
work is a "Work for Hire", and that Sartorius, as theentity for which the work is prepared, shall own all
right, title and interest in and to the work, and anyother Intellectual Property rights that may arise
from the work. The Supplier further agrees that tothe extent that the work is not a "Work for Hire", itwill assign to Sartorius ownership of all right, title andinterest in and to the work, including ownership ofthe entirety of any Intellectual Property rights in thework. The Supplier agrees to execute all papers andtake all steps necessary for Sartorius to perfect its
ownership of the entirety of any Intellectual
Property rights in the work.
c) The Supplier represents and warrants that its work
will be original and will not infringe upon the rights
of any third party and will not have been previously
assigned or otherwise encumbered, by license orotherwise.
22) COMPLIANCE REQUIREMENTSa) The Supplier shall comply with all applicable national
and international laws and regulations, in particular
the applicable customs and export control
regulations including US re-export, embargo
regulations and sanction programs.
b) The Supplier undertakes to inform Sartorius in
Writing of all foreign trade master data specified
below after Sartorius places the Order (e.g. in theorder confirmation) and latest at the point of thedelivery (e.g. by printing the information on thedelivery note and/or invoice). In case of any changes
the Supplier will inform Sartorius in Writing

immediately.
i.

ii.

iii.

iv.

v.

The country of origin (non-preferential origin)
according to the rules of origin from the World
Customs Organization (WCO).
A long-term vendor declaration (LTVD) for the
preferential origin of goods, on request and if
applicable, or any other document confirming
the preferential origin status of the product.
A statistical goods number (Harmonized System
Code) based on the tariff nomenclature fromthe World Customs Organization (WCO).
The Export Control Classification Number(ECCN) according to the EC-Dual-Use
regulation (No. 428/2009 including latest
updates) or comparable international lists like
GermanAusfuhrliste,
Swiss
Güterkontrollverordnung, Indian SCOMET
regulation, Singapore Strategic Goods Control
List, as well as a ECCN related to the US Export
Administration Regulations (EAR) or any otherapplicable law or regulation.
The potential share of US components per
product (de-minims ruling) if applicable.

c) Anti-Corruption Laws, U.S. Foreign Corrupt
Practices Act and UK Bribery Act:i. Supplier, its directors, officers, employees andagents must not: (i) give or receive any
commission, fee, rebate, gift or entertainmentof significant value from; or (ii) enter into any
business agreement with, any director,
employee or agent of Sartorius other than as arepresentative of Sartorius or in the ordinary
and proper course of business between any of
those parties.
ii. Supplier, its directors, officers, employees andagents must not undertake any activity that
may constitute a breach of any provision of theAnti-Corruption
Laws
(any
laws
or
international conventions relating to anticorruption including: (a) the OECD
Convention on Combating Bribery of Foreign
Public Officials in International BusinessTransactions 1997; (b) the United Nations
Convention against Corruption 2003; (c) the
Foreign Corrupt Practices Act of 1977 of theUnited States of America (as amended by theForeign Corrupt Practices Act Amendments of1988 and 1998) (“FCPA”); (d) the UK Bribery
Act 2010; (e) any other applicable law (statute,ordinance, rule or regulation, order of any

Last update: May 2022

iii.

iv.

court, tribunal or any other judicial body or any
other administrative requirement) which: (i)Prohibits the offering of any gift, payment orother benefit to any person or any officer,
employee, agent or advisor of such person;
and/or (ii) Is broadly equivalent to the FCPA
and/or the UK Bribery Act 2010, or was
intended to enact the provisions of the OECD
Convention, or which has as its objective theprevention of corruption and which areapplicable in the jurisdiction in which the
Supplier is registered, conducts business
and/or which any of the Services are
performed).
The Supplier shall furthermore, in theperformance of its obligations under the
Agreement, comply at all times and act in amanner consistent with Sartorius’ Code of
Conduct for Business Partners. The Supplier
hereby acknowledges that it has received
Sartorius’ Code of Conduct for Business
Partners(the"Code")
availableathttps://www.sartorius.com/download/343228/
5/sartorius-code-of-conduct-businesspartner-en-data.pdf and agrees that any andall of its employment sites, subsidiaries,
divisions,
Affiliates,
operatingentities,
personnel or subcontractors doing businesswith Sartorius and/or any of its direct or indirect
subsidiaries will abide by the Code. The
Supplier acknowledges that its failure tocomply with the Code may result in thecancellation of all existing Orders andtermination of its business relationship with
Sartorius.
Supplier represents and warrants that Suppliershall comply, and that all Goods shall be
produced and sold in compliance, all Services
shall be performed in compliance, and all
Deliverables shall be delivered in compliance,with all applicable laws and regulations(including without limitation the applicablelaws, regulations, orders and policies of the U.S.
government and any other jurisdiction in which
Goods or Deliverables are provided or Services
are performed), including, without limitation
any laws and regulations related to anticorruption, import/export, labor, employment,anti-discrimination, anti-harassment, antislavery, human trafficking, freedom of
association, health and safety, environmental
protection, hazardous substances, pollution,
waste management, recycling and intellectual
property. Supplier has not taken, and shall not

v.

vi.

vii.

viii.

ix.

take, any action that would subject Sartorius or
its Affiliates to any liability or penalty under any
applicable law or regulation. Supplier has not,and shall not, directly or indirectly, make any
offer, promise, authorization or payment ofanything of value for the purpose of securing
discretionary action or inaction or a decision ofa government official or any improper
advantage.
To the extent applicable, Supplier agrees tocomply, and assist Sartorius in complying, withapplicable conflict mineral laws, including
without limitation, the requirements set forth in
Section 1502 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010,as it may be amended from time to time. Suchcompliance includes, without limitation,
Supplier’s timely completion of a conflictminerals survey on an annual basis andcooperation with Sartorius in connection withany due diligence it may perform regarding
conflict minerals contained in Supplier’s
products supplied to Sartorius.
Supplier will manufacture all Goods and render
all Services in compliance with applicablestandards of the International Standards
Organization and, if applicable, current Good
Manufacturing Practices. Supplier will ensurethat ISO certification is maintained at all times
and will promptly notify Sartorius if there is any
change to its certification.
Neither Party shall discriminate against any
individual on the basis of race, color, creed,
religion, national origin, sex, sexual orientation,age, veteran or handicapped status, or any
other characteristic protected by law.
Supplier certifies that neither it nor any
employee or agent providing Services
hereunder has been excluded or debarredpursuant to any federal, state or local
regulation.
In the event Supplier, its
employees, agents, subcontractors or subsuppliers become excluded or debarred or
receives notice of or threat of debarment,
Supplier shall immediately notify Sartorius andcease all work hereunder.
Where and to the extent applicable, theFederal Acquisition Regulations (FAR) and
Defense Federal Acquisition Regulations(DFAR) clauses applicable to procurementwith federal funds for first tier or second tiergovernment
contractors
areherebyincorporated into and form a part of thisAgreement. In the event of any conflict

Last update: May 2022

between this Agreement and the FAR or DFAR
clauses, the FAR and/or DFAR clauses shallprevail. The FAR and DFAR clauses areavailable upon request.
x. Supplier will indemnify, defend and holdharmless Sartorius Indemnified Parties fromany claims, liabilities, penalties, forfeitures, andassociated costs and expenses (including
attorneys’ fees and costs), which Sartorius may
incur due to Supplier’s breach or noncompliance with the provisions of this Section
22.
d) Uyghur
Force
Labor
Prevention
Act("UFLPA").
Supplier certifies that it is incompliance the UFLPA, as it may be amended
from time to time, and to the extent that the goods,
wares, articles or merchandise provided to Buyer
under this Agreement are produced, in whole or inpart, in the Xinjiang Uyghur Autonomous Region of
the People’s Republic of China, or produced bycertain entities, that such compliance includes,
without limitation, Supplier’s assessment andrepresentation to Buyer that any goods, wares,
articles, or merchandise to be provided to Buyer
under this Agreement were not produced using
forced labor.
e) Unless exempt, this contractor and subcontractor
shall abide by the requirements of 41 CFR §§ 601.4(a), 60-300.5(a) and 60-741.5(a). These
regulations prohibit discrimination against
qualified individuals based on their status asprotected veterans or individuals with disabilities
and prohibit discrimination against all individuals
based on their race, color, religion, sex, sexual
orientation, gender identity or national origin.
Moreover, these regulations require that covered
prime contractors and subcontractors takeaffirmative action to employ and advance in
employment qualified individuals without regard
to race, color, religion, sex, sexual orientation,
gender identification, national origin, protectedveteran status or disability. If applicable, thecontractor and subcontractor shall also abide by
the requirements 41 CFR § 61-300.10 regarding
veterans’ employment reports and 29 CFR Part
471, Appendix A to Subpart A regarding posting a
notice of employee rights.
23) FORCE MAJEURE, SPECIAL RULES IN TIMES OF
THE COVID-19 PANDEMICa) In the event that either party is prevented or isunable to perform any of its obligations under thisAgreement due to a Force Majeure event, and if

such party shall have used its commerciallyreasonable efforts to mitigate its effects, such party
shall give prompt written notice identifying theForce Majeure Event to the other party and suchparty’s performance shall be excused, and the time
for the performance shall be extended for theperiod of delay or inability to perform due to such
Force majeure Event.
b) If a Deliverable cannot be provided due to agovernmental order issued after the execution of
the Agreement (also in the case of the Covid-19
pandemic), which includes or is expected to include
the period of delivery of Goods or provision of theService, Supplier will promptly inform Sartorius of
the nature of the delay and the projected timeframe
for the Deliverable. Regardless of the basis for theForce Majeure event, if Supplier is not able toperform within a reasonable timeframe (as agreed toby Sartorius in its sole discretion) Sartorius may
terminate the Agreement without any liability or
penalty.
c) Notwithstanding the foregoing, Sartorius shall beentitled to withdraw from the Agreement affectedby the Force Majeure if the Force Majeure lasts forat least four (4) weeks within a period of three (3)months. The obligation to pay the remuneration, any
claims for expenses or damages and any
cancellation costs shall not apply. Payments or part
performances already made shall be refunded in fullby Supplier.
d) Sartorius and the Supplier acknowledge and agree
that all or part of the Order placement andexecution may take place during the period of theCovid-19 pandemic. Both parties are aware that theAgreement will be executed in full knowledge of thesubstantial change in economic life caused by the
pandemic. The Supplier expressly confirms that it
will be able to carry out the Order within the terms
and conditions set out in the Agreement.
e) Based on the understanding outlined in Section
23(d), the Covid-19 pandemic is expressly excluded
from the definition of Force Majeure and shall not
be used as a basis for altering the terms of thisAgreement, including but not limited to delivery
dates and/or pricing.
24) MISCELLANEOUSa) Any manual of usage, instruction, description,
Specification and the like provided by Supplier in
Last update: May 2022

relation to the Goods and/or Services shall be in
English and any language as required by law.
b) Any notice required or permitted to be given byeither party to the other under these General
Conditions of Purchase shall be in Writing
addressed to that other party at its principal place ofbusiness and as further agreed upon by the parties
in Writing. A copy of all notices to Sartorius shall also
be sent to: Sartorius, 565 Johnson Avenue,
Bohemia, NY 11746, Attn: Legal Affairs, Americas.
c) Sartorius failure to insist on the Supplier’s strict
performance of the Order or the Agreement, or any
provision(s) of therein, at any time shall not be
construed as a waiver by Sartorius.
d) Sartorius’ Order is placed subject to the work being
carried out by the Supplier. No assignment, subcontracting or transfer by Supplier is permissible
without prior Written agreement by Sartorius. No
assignment or subcontract shall relieve the Supplierof any obligations under the Order or thisAgreement. Any purported assignment, transfer, or
subcontract without such Written consent shall be
void and ineffective. Sartorius may transfer or assign
any Order and/or this Agreement, or any of its rights
and obligations under an Order or this Agreement,
in whole or in part, without Supplier’s consent, toany: (i) Affiliate; (ii) wholly-owned subsidiary or
successor-in-interest; or (iii) any third party withwhich it merges, or consolidates, or to which ittransfers all or substantially all of its assets to which
this Agreement relates.
e) If individual provisions of this Agreement are
deemed to be too broad to permit enforcement totheir full extent or otherwise become fully or
partially ineffective, then such provisions shall be
enforced to the maximum extent permitted by law,and the parties agree that such scope may be
judicially modified accordingly and that the whole ofsuch provisions of this Agreement shall not thereby
fail, but that the scope of such provisions shall becurtailed only to the extent necessary to conform to
the law and most closely approximates to theoriginal intent of the parties.
f) The Agreement shall be governed by the laws of theState of New York excluding its provisions
governing conflicts of laws. The United Nations
Convention on Contracts for the International Saleof Goods (CISG) shall not apply. Supplier andSartorius hereby unconditionally and irrevocably
submit to (and waive any objection on the grounds
of inconvenient forum or otherwise) the jurisdictionof the Supreme Court of the State of New York,County of Suffolk or the United States District Court
for the Eastern District of New York, which courts
shall have exclusive jurisdiction to adjudicate anddetermine any suit, action or proceeding regarding
or relating to this Agreement.
g) No Jury Trial: SUPPLIER AND SARTORIUS EACH
HEREBY IRREVOCABLY WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
h) Each party undertakes that it will keep any
Confidential Information confidential and it will notuse or disclose the other Party’s Confidential
Information to any persons except that it may (i)disclose such Confidential Information to any of its
Representatives who need to know the same for the
purposes of performing any obligation under thisAgreement, provided that such party must ensurethat each Representative to whom Confidential
Information is disclosed is aware of its confidential
nature and agrees to comply with this clause as if itwere a party; (ii)disclose any Confidential
Information as may be required by law, any court or
governmental regulatory or supervisor authority or
any other authority of competent jurisdiction,
provided that each Party gives the Other party
immediate notice of such legal requirement andcooperates fully with a Party’s attempts to acquire a
protective order.
i) Any sales presentations, websites, marketing,promotion or other publicity material, whether
written or in electronic form, that refers to Sartorius,
its Affiliates, its products, or to these General
Conditions of Purchase must be approved in
Writing by Sartorius prior to its use or release.
j) Sartorius, or its Affiliates, is the owner of certain
proprietary brand names, trademarks, trade names,
logos and other Intellectual Property. Except asotherwise expressly permitted by Sartorius, no use
of Sartorius's or its Affiliates' brand names,
trademarks, trade names, logos or other Intellectual
Property is permitted, nor the adoption, use orregistration of any words, phrases or symbols so
closely resembling any of Sartorius’ or its Affiliates'
brand names, trademarks, trade names, logos orother Intellectual Property as to be apt to lead
Last update: May 2022

to confusion or uncertainty, or to impair or infringe
the same in any manner, or to imply any
endorsement by Sartorius of another entity's
products or services.
k) Supplier may not use the name or identity ofSartorius or any of its Affiliates, or any Confidential
Information of Sartorius or any of its Affiliates, in any
advertising,promotionorotherpublicannouncement without the prior express writtenconsent of Sartorius.
l) Nothing in this Agreement shall be deemed toconstitute a partnership between the parties or to
make either party the agent of the other party forany purpose. Furthermore, each of the parties shallremain solely responsible for its own acts,
statements, engagements, performances, products,
and personnel and neither party shall have any rightor authority to assume or create any obligations or
to make any representations or warranties on behalfof any other party, whether express or implied, or tobind the other party in any respect whatsoever.
m) The remedies herein reserved shall be cumulativeand in additional to any other or further remedies
provided in law or equity.
n) Nothing in this document is intended to create any
rights in third parties against Sartorius.

Last update: May 2022