General Terms andConditions of Purchase forEnglish entities

any conflict between any provisions of this Agreement
and any provision of any Related Agreements.
g)

The present General Conditions of Purchase shall only
apply vis-à-vis commercial suppliers and/or
contractors and with respect to commercial
transactions.

h)These General Conditions of Purchase shall apply to
all transactions between Sartorius and the Supplier inthe version current at the time of the conclusion ofsuch transaction, even if their application has not been
expressly agreed again.

i)

No variation to these General Conditions of Purchaseshall be binding unless agreed in Writing between theauthorized Representatives of the Supplier andSartorius.

ACCEPTANCE, SCOPE AND STRUCTURE OF THESE
TERMS
1)

a)

The present General Conditions of Purchase define
the terms of purchase of applicable Goods andServices between the Sartorius company placing theOrder (as defined hereafter) and its suppliers, sellers,
service providers or subcontractors as appropriate(hereinafter “Supplier”).

b)

The present General Conditions of Purchase areentirely applicable as soon as the Order is accepted
under the terms defined in Article 3 a) hereinafter, as
the sole contractual terms applicable between the
Supplier and Sartorius, the Supplier giving up its own
general conditions of sale. Any withstanding,amending or deviating terms and conditions ofSupplier shall not apply, even if Sartorius, knowing ofsuch terms and conditions of Supplier, does not object
to them explicitlyc)

All Orders of Sartorius are exclusively governed by thepresent General Conditions of Purchase and any
particular conditions
mentioned in the Order(hereinafter “Particular Conditions”) as well as (as thecase 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 of Purchase
and Other Contractual Document constitute theentire agreement between Sartorius and the Supplier(the “Agreement”) and prevail over all other priordocument, express or implied, written or oral.

f)

In the event the cooperation between Sartorius andthe Supplier under which Sartorius may purchase andtake delivery of ordered Products from Supplier for
resale, and Supplier may manufacture, sell and deliver
to Sartorius the volumes and versions of Products
ordered by Sartorius, are governed under the terms ofa separate purchase agreement, or quality agreement(together the “Related Agreements”), the provisionsof the Related Agreements will prevail in the event of

1

2)

DEFINITIONSIn these General Conditions of Purchase:“Affiliate” means any individual or entity directly or
indirectly (i) controlling, (ii) controlled by, or (iii) undercommon control with the ultimate parent company ofsuch Party. For purposes of this definition, “control”
means the direct or indirect ownership of more thanfifty percent (50%) of the outstanding voting rights, or
the right to control the policy decisions of therespective entity.
“Business Day” means any day other than a Saturday,
Sunday or any day which is a public holiday or any day
on which banking institutions are authorized 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 under development), or
services.
“Deliverable” mean Goods, software, information,technology, and any other items (e.g. reports) to bedelivered by Supplier pursuant to the Agreement,
including any such items furnished incident to theprovision of Services.
“Delivery Location” means the location specified in
the order to which Supplier shall procure the deliveryof 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 or

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other industrial action, blockage or embargo, acts of,or restrictions imposed by Government or publicauthority (including but not limited to shelter-in-placeorders), failure of supply of water, power, fuels,transport, equipment or other deliverables or services,
explosion, fire, radiation, flood, natural disaster oradverse weather conditions, pandemic, epidemic, orActs of God.
"Goods" means the goods, components, raw materials(including any instalment or any parts for them) which
Supplier is to supply in accordance with thisAgreement.
“Intellectual Property” means patents, patentapplications, designs, Inventions (as hereinafter
defined), invention disclosures, trade secrets, knowhow, registered and unregistered copyrights, works ofauthorship, computer software programs, data bases,
trademarks, service marks, trade names, brand names,
logos, and trade dress and any similar proprietary
rights and any licenses or user rights related to theforegoing.
“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 for the
supply of Goods and/or performance of Services.
“Price” means the price for the Goods or Services
determined in accordance with the Order and “Prices”
shall be interpreted accordingly.
“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 theOrder from Sartorius for the purchase of the Goods orServices, or whose quotation for the Goods 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, and ending
two (2) years thereafter; (ii) or commencing on thedate on which the Goods have been put into service
for their specified use or the Services performed andending two (2) years thereafter.

2"Writing” means communication by registered letteror 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 relevant time.
The headings in these General Conditions of Purchaseare for convenience only and shall not affect theirinterpretation.
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 ororal acknowledgement or shipment of the Goods or
performance of the Services subject to and specified
in the Order, or any part thereof) constitutes
acceptance by the Supplier of these General
Conditions of Purchase. Any delivery made or work
started by the Supplier pursuant to the Orders shallconstitute acceptance of the Order.

c)

The Supplier acknowledges that except as specificallyprovided within the Order, the rates and Prices therein
are sufficient to cover its obligations, whether
expressed or implied under the Order. When the workor any part of it is to be performed anywhere otherthan the Supplier’s premises, it shall be deemed tohave satisfied itself as to all local conditions and otherfactors as may affect the performance of the work.

4)

SPECIFICATIONSa)Sartorius is, at all times, relying on the Supplier’s
knowledge and skills. To that extent, the Supplier
warrants that the quantity, quality and description of
the Goods and the Services shall, subject as provided
in these General Conditions of Purchase, be as
specified in the Order and/or in any applicableSpecification supplied by Sartorius to Supplier, oragreed in Writing by Sartorius. The Goods andServices shall comply with all relevant legislation andany applicable up-to-date standards.

b)

The Goods supplied shall be new and shall not havebeen used previously.

c)

The Supplier shall clearly list any exceptions or

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deviations to requirements to the Specifications andall other documents and standards and each deviation
shall be serially numbered. The deviations must be
supported by strong justification and is subject toSartorius’ prior written approval to become effective.
In the absence of a separate exceptions list, thedocuments shall be considered accepted by the
Supplier.
d)e)

Any Specification supplied by Sartorius to the Supplieror specifically produced by the Supplier for Sartorius inconnection with the Order, together with any
Intellectual Property rights in the Specification, shallbe the exclusive property of Sartorius. The Suppliershall not disclose to any third party or use any suchSpecification except to the extent that it is or becomespublic knowledge through no fault of its own, or as
required for the purpose of the Order.

PRICE AND TERMS OF PAYMENTa)Prices exclusive of VAT but inclusive of all packaging
as stated on the Order shall remain fixed until thedelivery and acceptance of all Goods and completionof all the Services, which are the subject of the Orderin accordance with these General Conditions ofPurchase.
No invoice will be accepted or processed for payment
unless it refers to the Sartorius Order number, isappropriately addressed and provides sufficientdetail 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 delivery of
any or all of the Goods or the Services, the Supplier
hereby grants to Sartorius, and Sartorius shall have, asecurity interest in the Goods, components and/or
raw materials used in or purchased or designated forthe manufacture of the Goods or purchased using
any money paid by Sartorius (or its subsidiaries oragents) 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, at

3e)

The making of payment shall not be deemed toconstitute acceptance thereof.

f)

All costs, damages or expenses for which the Supplieris liable to Sartorius may be deducted from any
amounts due or becoming due to the Supplier, or may
be recovered from the Supplier by action at law
or otherwise.

6)

SECURITY STOCKa)

In order to guarantee Sartorius a certain security andavoid all cease of deliveries, the Supplier agrees andcommits itself to maintain a security stock in its factory
premises of the Goods listed in the Order issued by
Sartorius, and in conformity with the terms listed in theParticular Conditions and/or Other ContractualDocuments.

b)

Sartorius reserves the right to audit at any time thesecurity stock in the Supplier’s factory premises or otherfacilities, which Supplier herewith accepts. The audit will
be undertaken by an employee or any agent of Sartorius,
who will be designated for this purpose

These warranties shall survive acceptance of these
General Conditions of Purchase and are in addition to
any warranties of additional scope given to Sartorius
by the Supplier. No implied warranties are excluded.

5)b)Sartorius’ discretion, permit Sartorius or Sartorius’
agents to file), or take such other reasonable actions
as deemed necessary by Sartorius, in order toevidence such security interest, at the Supplier’s cost.

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 to delivery,
the title in the Goods shall pass to Sartorius once
payment has been made and the Goods have been
appropriated or allocated to Sartorius.

8)

DELIVERY AND IDENTIFICATION OF GOODS ANDPERFORMANCE OF SERVICES

a)

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 performed by thedate(s) specified in the associated Order or as otherwise
agreed by Sartorius in Writing.

b)

The Supplier agrees to perform the Services in

Last update: April 2021

accordance with safety rules of Sartorius and applicablesafety laws and regulations whenever the Supplier is on
Sartorius' premises.
c)d)Time shall be of the essence of the Supplier’s obligations
hereunder. If the Supplier fails to begin performing thework upon receipt of the Order, or it appears to Sartoriusthat the Supplier may not be able to complete the workby the required date, or the Supplier fails to do so,
Sartorius may terminate the Order or any part thereof inaccordance with the provisions of Clause 15 hereof.
Without prejudice to any other remedy, if the deliveriesof Goods are not made or the Services are not
performed on the due date(s), or without certificates,
identification or documentation in full compliance with
Sartorius’ requirements, Sartorius shall be entitled torecover from the Supplier, by way of damages and not asa penalty (either directly or by deduction from any
amounts due or which become due to the Supplier) asum equivalent to 5% of the Price for each week’s delay
up to a maximum of 50% of the Price (or such otherpercentage and /or period as may be specified in theOrder, Particular Conditions and/or Other ContractualDocuments).

e)

Goods delivered in excess of the amount called for in theOrder, 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 ten percent (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 shallbe stamped with the EC mark on the product, thedocumentation and the packaging. Any failure from the
Supplier to comply with the provisions of this Clause 8 g)
may give right to Sartorius to refuse and return theGoods to the Supplier at the Supplier’s expense, andSartorius shall be entitled to invoice the Supplier for ahandling fee which may amount ten per cent (10%) of
the Price of the delivered Goods.

permission.
i)

All Goods shall be suitably packed to withstand normal
freight handling and to withstand periods of storage andif the Goods or any parts of them are damaged due tofaulty or inadequate packing, the damaged Goods orpart of them shall be repaired or replaced at the Supplierexpense whether or not delivery has been accepted.

j)

An Order and/or delivery shall not be deemed complete
until all Goods and all other related Deliverables(including manuals and other documentation) andServices 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 compliancewith 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 to reject
any work which is considered to be defective or inferior
in quality of materials, workmanship, processing ordesign and not in accordance with the Specification, theSupplier shall take such steps as are necessary to ensurecompliance. Any work so rejected shall immediately be
replaced or corrected at the Supplier’s expense. The
Supplier shall resubmit the re-performed work for
inspection or testing at Sartorius’ sole judgement.

10) QUALITY OF PERFORMANCEh)4

The Supplier shall be responsible for proper packaging,loading and tie-down to prevent damage duringtransportation. No charge will be allowed for packing,crating, loading, or storage without Sartorius’ writtena)

The Goods or any sample or Services shall be ofsatisfactory 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 andwhich is also of a standard not less than that of previous
supplies (if any) approved by Sartorius.

b)

The conformity and quality of the Goods and Services
provided constitute a hard core condition to theAgreement.

c)

The Goods shall be free from defects in design, material
and workmanship. Services shall be performed byappropriately qualified and trained personnel, with due
care and diligence and to such high standard of quality
as is reasonable and all equipment and tools provided

Last update: April 2021

will at all times be maintained in first class condition by
the Supplier. Sartorius reserves the right to require thereplacement of any personnel or tools that do notcomply with the foregoing provisions at Supplier’s cost.
d)

All processing shall be in accordance with Sartorius’
Orders, and is subject to Sartorius’ approval. It is agreed
that no payment will be made in respect of processing
which Sartorius subsequently rejects. The conformity of
the Goods and Services, also includes quantity ordered,
which could imply the application of the terms of theClause 8.

iii. Changes in the packaging storage anddistribution conditions, if these have been agreed
individually between the Parties for the Goods.
iv. Changes in the labelling, specifically content, if
these have been agreed individually between theParties for the Goods.
d)Change Notifications must be sent to Sartorius byemail to: supplier.changenotification@Sartorius.com

e)

The Supplier shall produce enough unchanged Goods
to supply Sartorius for a minimum period of twentyfour (24) months after implementation of theannounced change.

11) ORIGIN OF RAW MATERIALSThe Supplier shall supply at its own expense, certificatesof analysis, tests, and certificates of origin as are requiredby Sartorius in connection with the Goods or Services or
required by law. Such information shall be delivered nolater 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 shallallow full traceability of all established changes as well as
evaluation of potential impact of the individual change.

b)

Major Changes: The Supplier shall notify Sartorius of any
permanent or temporary suspension or implementationof major changes in the production of Goods at least one(1) calendar year in advance by written notice to be
countersigned by Sartorius. Major changes shall be thefollowing:13) CHANGES TO SERVICESThe Supplier shall have an established Change Control
and Notification procedure to ensure that Sartorius is
notified in the event of any changes. This procedure shallallow full traceability of all established changes as well as
evaluation of potential impact of the individual change.
b) Major changes: Sartorius requires a prior twelve (12)months written notice from the Supplier, to be
countersigned by Sartorius, before the Supplier
implements the following changes of the Services:a)i. Changes in the method of processing, sterilization

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

in

the

methodofor testing that may affect form, fit or function of
the Good where the Service is performed on.
ii. Changes of service location.

iii. Changes in any other field impacting the provided
Service(s)c)

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.

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. Methods or equipment used for testing the Goods
ii. Any other quality assurance activities relating to
the Goods

5i.

Methods or equipment used for testing.

ii.

Any other quality assurance activities
relating to the Services.

v. Changes of pre-suppliers.
c)

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

iii.

Changes in the packaging, storage anddistribution conditions, e.g. for spare parts.

iv.

Changes in the specifically content.

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

e)

The Supplier further guarantees that Sartorius shall have

Last update: April 2021

the opportunity within three (3) months of such notice,
to procure from the Supplier a quantity of unchanged
Services equivalent to a minimum of twelve (12) months
consumption requirement. The annual consumption
requirement shall be calculated on the basis of Sartorius
planning at the time of notice-14) CONTINUITY OF SUPPLY

Supplier agrees to continue to manufacture, or ensure athird party manufactures the Goods, including any spareparts and/or any element of the Goods for a minimum
period of ten (10) years following their delivery. Suppliershall inform Sartorius of total or partial interruption of
production of Goods or performance of Services, with noless than two (2) years advance written notice. In theevent of a total interruption, Sartorius shall be afforded a“last time buy” of an amount no less than the average
twelve (12) month purchasing history multiplied by theremainder of the continuity period. Supplier undertakes
for the same ten (10) year period to supply technicalassistance to Sartorius on its first demand and to carry out
maintenance of the supply. If Supplier intends tosurrender manufacturing or sale of any Goods, Suppliershall inform Sartorius hereof in writing without undue
delay. Sartorius shall have the preferred right, within six (6)months upon receipt of this notification, to assume the
manufacturing and sale of the respective Goods against
payment of a reasonable fee to be negotiated between
the Parties hereto.

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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:
The quantity, quality and description of the Goods
and all components, raw materials and related work
shall be as specified herein, in the Order and/or inany applicable agreement, 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 andindustry standards, including as to environmental
matters and good engineering practices.
The Goods shall be new and shall not have beenused previously and shall be free from defects indesign, material and workmanship, merchantable,
fit for any purpose Sartorius specifies in the Order or

6

by implication make known to the Supplier at thetime the Order is placed.
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 toSartorius.
The Goods, the process of their manufacture, andthe use of the Goods for their any purpose for which
they are customarily intended will not infringe any
patent claim or other Intellectual Property rights ofa third party.
All documents including invoices, and all
information submitted by the Supplier in support ofany 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 the Supplierof 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 byappropriately qualified and trained personnel, withdue care and diligence and to such high standard of
quality as is reasonable and all equipment and tools
provided will at all times be maintained in first classcondition by the Supplier. Sartorius reserves theright to require the replacement of any personnel,
tools or equipment that do not comply with theforegoing provisions at the Supplier’s cost.

c)Where the Supplier has the benefit of warranties inrelation to components comprised in the Goods, thebenefit of such warranties shall be assignable andhereby assigned to Sartorius. Sartorius may assign
warranties provided by Suppliers to its customers.

d)All warranties set forth herein shall survive acceptance of
the Goods provided hereunder or termination of theOrder and are in addition to any warranties of additional
scope given to Sartorius by the Supplier. No implied
warranties are excluded.

e)Without prejudice to other rights or remedies contained
herein, Sartorius may at any time terminate the Order(s)and seek damages from Supplier where appropriate.
Furthermore, Sartorius reserves the right tomanufacture or seek the performance of the obligations

Last update: April 2021

hereunder by a third party which would otherwise be
performed by the Supplier under the warranty in suchcases where the Supplier has been unable to resolve a
problem or breach in a reasonable period of time. In suchcases, Sartorius reserves the right to charge Supplier for
all costs, both direct and indirect, in connection
therewith.

discretion, either:
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f)

Warranties of Services: The Supplier, as a professional,
warrants to Sartorius that the Services executed i)
conform to the Order, ii) exempt from any apparent
defect, whether or not hidden.

g)

The acceptance by Sartorius of the Services provided
by the Supplier shall not discharge the Supplier of its
responsibility for all non-apparent defects, andwhatever the time this defect is discovered.

h)Without prejudice to Sartorius’ ability or right toterminate the Order(s) and seek damages, in the eventthat the Supplier does not solve the problem(s) within areasonable period of time, Sartorius reserves the rightto provide itself or to seek provision of the Services froma third party and recharge the cost thereof to Supplier.

-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 typically purchased bycompanies of similar size in the Supplier industry;
provided, however, at a minimum the Supplier will
maintain Commercial General Liability Insurance
including Products/Completed Operations andContractual Liability with minimum limits of €2,000,000
for claims of bodily injury, including death, and any otherdamages that may arise from use of the Goods orServices or acts or omissions of Supplier under the
Agreement. Such insurance policies will be written withappropriately licensed and financially responsible
insurers. Supplier shall inform Sartorius of any
cancellation or reduction in coverage with a minimum of
30 days prior written notice. Certificates of insurance
evidencing the required coverage and limits andinsurance policies shall be furnished to Sartorius upon
Sartorius ‘request.

d)

The Supplier recognizes and agrees that any clauseseeking to limit its liability is not acceptable to Sartorius.

e)

The Supplier will provide Sartorius with a certificate of
insurance evidencing such coverage and will promptly
furnish copies of endorsements and/or policies uponrequest. The limits and insurance policies/coverage
identified in this section are minimum requirements, andshall in no way define or limit the obligation of the
Supplier in the event of loss.

16) INDEMNITY / INSURANCE
a)

b)

7

Acceptance of the Order constitutes an agreement by
the Supplier to indemnify Sartorius and Sartorius’
successors and assigns in respect of, and if Sartorius
requires, to defend it and its successors and assigns
against, all liability, loss, damage, injury (involving any
person or property and any action, claim or demand) andcharge, cost and expense, including but not limited to,reasonable attorneys’ fees, internal processing costs,
rework and remanufacturing costs, sustained by or
incurred by Sartorius by reason of failure of the Goods or
the Services to conform to the warranties contained
herein or in the Order or breach by the Supplier of any of
its obligations hereunder or negligence or willful
misconduct by it, its employees, representatives oragents. Such indemnity shall be in addition to any otherremedies afforded by law, contract or equity and shallsurvive termination of the Order.
The Supplier shall also, at its expense, defends any suit orproceeding brought against Sartorius, Sartorius’
successors and assigns, based on a claim that the Goodsor any component part furnished hereunder, or theServices, infringe any local, European or foreign patentor other Intellectual Property rights of a third party. The
Supplier shall pay all damages, costs and attorneys’ fees
awarded in any such suit or proceeding and, at Sartorius’at Sartorius’ expense, obtain through negotiation
the right for Sartorius to continue to purchase
and/or use the Goods or the Services;
rework the Goods so as to make them non-infringing
while preserving their original functionality;
replace the Goods with non-infringing Goods withfunctionally equivalent to the infringing goods;
refund Sartorius the amounts paid hereunder if theGoods are not replaceable, or the Services are badly
performed or were infringing.

17) DEFECTIVE GOODS OR SERVICES

Without prejudice of the right for Sartorius to terminate
the Order(s) and ask for remedies and damages, theSupplier shall grant to Sartorius, in tandem with any legal
warranties, a contractual warranty.
b) Regarding this contractual warranty, and if Goods orServices are defective or fail to meet the requirements of
the Order, Sartorius reserve the right to either:
Require the Supplier to remedy at its own expensea)Last update: April 2021

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c)

any defects that may arise in the work related
thereto. The Supplier shall guarantee for a further
12 months all remedial work carried out under thiswarranty. Where a defect arises within the original
Warranty Period but does not become apparent
until that period has expired, the Supplier’s liability
does not cease because Sartorius has not been able
to give notice of the defect.
Return the Goods for repair or replacement or
require replacement Services within the timescalespecified by Sartorius at the Supplier cost; orCarry out any necessary rectification and thencharge the Supplier’s account for such work; orRequire that the Supplier refunds the full Purchase
Price within thirty (30) days of Sartorius’ notice andterminate the Order;
Refund to Sartorius all direct and indirect costs
supported by Sartorius and deriving from thedefects of Goods, including those linked to an
eventual campaign of calling-back, spontaneous or
provoked, or also imposed by public authorities,
Compensate Sartorius for all consequences, direct
or indirect, which are deriving from the Supplier’s
responsibility, and regarding bodily injury, material
and/or immaterial damages, consecutive and/or
non-consecutive suffered by third parties, toSartorius and to Sartorius’ successors.
Terminate this Agreement.

The Supplier commits itself to (i) send within twenty-four(24) hours of the revelation of the defect at the latest, areport, and (ii) to implement with Sartorius a “quality
wall” in order to avoid perturbations in the production(for example: replacement of Goods).

b)

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c)

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In the event of any default by the Supplier in theperformance of any obligations, including without
limitation the attainment of delivery or failing to carryout Sartorius’ reasonable instructions, Sartorius may,where such default is capable of remedy, give theSupplier written notice to rectify such default in a
specified time. If the Supplier fail to comply with therequirements of the notice, or in Sartorius’ soleopinion, the Supplier’s default is incapable of remedy
to Sartorius’ satisfaction, Sartorius shall be entitled toterminate the Order in whole or in part, immediately
serving notice in writing to the Supplier to such
effect, without prejudice to any other rights under
the Order or otherwise, and shall have the right toretain any Goods previously supplied under theOrder.

The Supplier becomes subject to an
administration order or goes into liquidation(otherwise than for the purpose of amalgamation
or reconstruction). In this case, insolvency law
and regulations shall apply; orAn encumbrance takes possession, or a receiveris appointed, of any of Supplier’s property orassets; or
The Supplier ceases, or threatens to cease, tocarry on business; orSartorius reasonably believes or anticipates thatany of the events mentioned above are about tooccur and notifies the Supplier accordingly.

Sartorius’ rights and remedies are in addition to andwithout prejudice to other rights and remedies under
the Order including Sartorius’ right to allow the
Supplier to continue the work and recover from it theloss or damage suffered by Sartorius in respect ofSupplier’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 andobligations based upon any matter which occurredprior to termination.

b)

All termination shall be preceded by three (3) months’
notice. Sartorius shall be entitled, within the period of
the said three months’ notice, to terminate the Orderin whole or in part, by serving notice on the Supplier.
The Supplier shall cease all performance except to theextent provided in the notice of termination. In such
event, Sartorius shall make payment to the Supplier (asfull and final settlement of all claims which the Supplier
may have against Sartorius as a result of termination)
for all work satisfactorily performed up to the date of
termination. This shall include all materials, which havebeen procured properly by Supplier for incorporationin the work.

c)

The Supplier acknowledges its obligation to take allreasonable steps to mitigate liabilities arising fromsuch termination.

18) TERMINATION FOR DEFAULT OR INSOLVENCYa)Sartorius shall be entitled to terminate the Order if: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

Last update: April 2021

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 in its
custody or control in an amount equal to thereplacement cost, with loss payable by it. The Suppliershall indemnify Sartorius against all liability, loss,
damage and cost, sustained by us arising from a claimby the Supplier’s employees, agents or consultants forbodily injury or death in connection with the operationof such equipment while in its care, custody andcontrol.
b)

On the contrary, the Supplier shall not oppose
Sartorius its own reserve property clause, or the one
deriving from a subcontractor. The Supplier commits
itself to take responsibility 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.

entirety of any Intellectual Property rights in the work.

c)22) COMPLIANCE REQUIREMENTSa)

The Supplier shall comply with all applicable national
and international laws and regulations, in particular theapplicable customs and export control regulations
including US re-export, embargo regulations andsanction programs.

b)

The Supplier undertakes to inform Sartorius in Writingof all foreign trade master data specified below after
placing the purchase order (e.g. in the orderconfirmation) and latest at the point of the delivery(e.g. by printing the information on the delivery note
and/or invoice). In case of any changes the Supplier
will inform Sartorius in Writing immediately.

21) INTELLECTUAL PROPERTY RIGHTS
a)

b)

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Any Specification supplied by Sartorius to the Supplieror specifically produced by the Supplier for Sartorius,
in connection with an Order, together with any
Intellectual Property rights therein, shall be Sartorius’
exclusive property. The Supplier shall not disclose to
any third party any such Specification except to theextent that it is or becomes public knowledge throughno fault of its own; or as required by law, provided that
the Supplier gives Sartorius immediate notice of such
legal requirement and cooperates fully with Sartorius’attempts to acquire a protective order; or for the
purpose of fulfilling the Order, to the extent that thethird party is under an obligation of confidentiality noless stringent then as stated herein. The Supplier shallnot use any such Specification except to the extent
that it is necessary for the purpose of fulfilling theOrder.
If Sartorius has commissioned the Supplier to produce
a design or Specification or drawing in the Order, theSupplier agrees that the commissioned work is a"Work for Hire", and that Sartorius, as the entity forwhich the work is prepared, shall own all right, title andinterest in and to the work, and any other Intellectual
Property rights that may arise from the work. The
Supplier further agrees that to the extent that the work
is not a "Work for Hire", it will assign to Sartorius
ownership of all right, title and interest in and to thework, including ownership of the entirety of any
Intellectual Property rights in the work. The Supplier
agrees to execute all papers and take all steps
necessary for Sartorius to perfect its ownership of the

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 or otherwise.

i.

ii.

iii.

iv.

v.

c)

The country of origin (non prefential 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 prefential origin status of the productA statistical goods number (Harmonized
System Code) based on the tariff nomenclaturefrom the 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

Anti-Corruption Laws, U.S. Foreign Corrupt Practices
Act and UK Bribery Act:i.
A director, employee or agent of the Suppliermust not: (i) give or receive any commission,fee, rebate, gift or entertainment of significant
value from; or (ii) enter into any business

Last update: April 2021

ii.

iii.

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agreement with, any director, employee oragent of Sartorius other than as arepresentative of Sartorius or in the ordinary
and proper course of business between any of
those parties.
The Supplier must not undertake any activity
that may constitute a breach of any provisionof the Anti-Corruption Laws (any laws orinternational 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 Amendmentsof 1988 and 1998) (“FCPA”); (d) the UK
Bribery Act 2010; (e) any other applicable law(statute, ordinance, rule or regulation, order ofany 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/sartorius-code-of-conduct-businesspartner-en-data.pdf and agrees that any andall of its employment sites, subsidiaries,
divisions, Affiliates, operating entities,
personnel or subcontractors doing businesswith Sartorius and/or any of its direct orindirect 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 withiv.

Sartorius.
Supplier will indemnify and hold Sartorius
harmless from any claims, liabilities, penalties,
forfeitures, and associated costs and expenses(including attorney’s fees), which Sartorius
may incur due to Supplier’s breach or noncompliance with the provisions of this Section
22.

23) FORCE MAJEURE, SPECIAL RULES IN TIMES OF

PANDEMICS AND EPIDEMICSa)

The parties shall not be liable for damages or for thepartial or complete non-fulfilment of obligations underthe Agreement if the respective damage or nonfulfilment is due to Force Majeure.

b)

If a Deliverable cannot be provided due to agovernmental order issued after the execution of theAgreement (also in the case of pandemics andepidemics), which includes or is expected to include
the period of delivery of goods or provision of theservice outcomes, the parties will inform each otherwithout undue delay. The parties will agree together
whether the Deliverables can be made up after theForce Majeure situation has ended and whether
Sartorius has an interest in doing so. In case it ispossible to make up for the delay/if being interested,
the parties will mutually agree on a substitute date or
agree on a procedure and a period for determining asubstitute date.

c)

Notwithstanding the foregoing, either party shall beentitled to withdraw from the Agreement affected by
the Force Majeure if the Force Majeure lasts for atleast 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 shallnot apply. Payments or part performances alreadymade shall be refunded in full by the parties.

d)

Sartorius and the Supplier acknowledge and agree
that all or part of the Order placement and execution
may take place during the period of a pandemic or
epidemic. Both parties are aware that the Agreement
will be executed in full knowledge of the substantialchange in economic life. The Supplier expressly
confirms that it will be able to carry out the Orderwithin the terms and conditions set out in theAgreement.

e)

If a pandemic or epidemic does not allow the deliveryof Goods and/or provision of Services on thecontractually agreed dates, or only at a higher price

Last update: April 2021

than contractually agreed, the invocation of Force
Majeure due to the pandemic or epidemic is excluded;
Section 23 c) does not apply in this case.

intention of the contractual parties or to what theywould have intended according to the meaning andpurpose of these General Conditions of Purchase hadthey been aware of the ineffectiveness or omission of
the provision(s) in question.

24) MISCELLANEOUSa)

Any manual of usage, instruction, description,
Specification and alike provided by Supplier in 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 by either
party to the other under these General Conditions ofPurchase shall be in Writing addressed to that otherparty at its registered office or principal place ofbusiness or such other address as may at the relevanttime have been notified pursuant to this provision to
the party giving the notice.

c)Sartorius failure to insist on the Supplier’s strict
performance of the Order or any provision(s) of these
General Conditions of Purchase at any time shall not
be construed as a waiver by Sartorius of performancein the future.

d)Sartorius’ Order is placed subject to the work being
carried out by the Supplier and no assignment, subcontracting or transfer is permissible without specificprior arrangement with Sartorius in Writing. No
assignment or subcontract (even with Sartorius’consent) shall relieve the Supplier of any obligations
under the Order. Any purported assignment, transfer,or subcontract without such written consent shall be
void and ineffective. Notwithstanding the foregoing,
Sartorius may transfer or assign any Order and/or thisAgreement, or any of its rights and obligations underan Order or this Agreement, in whole or in part,without Supplier’s consent, to any: (i) Affiliate; (ii)wholly-owned subsidiary or successor-in-interest; or(iii) any third party with which it merges, or
consolidates, or to which it transfers all or substantiallyall of its assets to which this Agreement relates.

e)

If individual provisions of these General Conditions ofPurchase are or become fully or partially ineffective,
the remaining provisions of these General Conditionsof Purchase shall not be affected thereby. This also
applies if an unintended omission is found in theAgreement. A fully or partially ineffective provision
shall be replaced or an unintended omission in the
General Conditions of Purchase shall be filled by anappropriate provision which, as far as is legallypossible, most closely approximates to the original

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f)

This Agreement will be governed by and construed inaccordance with the laws of England. The United
Nations Convention on Contracts for the International
Sale of Goods (the Vienna Sales Convention) is notapplicable to this Agreement.
In the event the Supplier is located in the European
Union or UK, any disputes under this Agreement mustbe brought before the local courts of the registeredoffice of Sartorius, and the Parties hereby consent to
the personal jurisdiction and exclusive venue of thesecourts. Furthermore, Sartorius shall be entitled at its
discretion to assert its own claims at the Supplier placeof jurisdiction. After a lawsuit has been filed, theSupplier shall be limited, on the basis of his or her own
rights and claims, to bring a counterclaim before theparticular court before which the original action has
been brought or to offset his or her own claim against
the claim lodged in said action before the court.

In the event the Supplier is located outside theEuropean Union or UK all dispute, controversy or
claim arising out of or relating to this Agreement or its
validity shall be finally settled according to the ICC
Rules of Conciliation and Arbitration without recourse
to the ordinary courts of law (except as regardsinterlocutory relief). The place of arbitration is theplace of the registered office of Sartorius. Sartorius
shall be entitled at its discretion to assert its own
claims at the place of the registered office of the
Supplier. The arbitral proceedings are to be held in the
English language.
g) 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 ensure thateach 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 Informationas may be required by law, any court or governmental
regulatory or supervisor authority or any otherauthority of competent jurisdiction, provided that

Last update: April 2021

each Party gives the Other party immediate notice ofsuch legal requirement and cooperates fully with a
Party’s attempts to acquire a protective order.
h)

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 Conditionsof Purchase must be approved in Writing by Sartorius
prior to its use or release.

i)

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 ispermitted, nor the adoption, use or registration of any
words, phrases or symbols so closely resembling any ofSartorius’ or its Affiliates' brand names, trademarks,
trade names, logos or other Intellectual Property as
to be apt to lead 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.

j)Nothing in this Agreement shall be deemed toconstitute a partnership between the parties or to
make either party the agent of the other party for any
purpose. Furthermore, each of the parties shall remainsolely responsible for its own acts, statements,
engagements,
performances,products,
andpersonnel.

k)Nothing in this document is intended to create any
rights in third parties against Sartorius.

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Last update: April 2021