General Terms and Conditions of Purchase of
DFE Pharma GmbH & Co. KG (“DFE”)

returned to the Supplier and may lead topayment delay.

GENERAL
1.

Scope

1.1

The present general terms and conditionsof purchase (the “Purchase Conditions”)
shall apply to purchases of goods andservices by DFE Pharma GmbH & Co. KG(“DFE”) from suppliers and/or service
providers (jointly the “Supplier” or“Suppliers”).

1.2

Any terms and conditions deviating fromthe present Purchase Conditions shall not
become binding upon DFE except when
expressly accepted by DFE in writing. Anystandard terms and conditions of Supplier
are excluded as part of the agreementwith Supplier.

2.

Formation of the contract

2.1

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

2.2

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

3.

Price, payment and security for advancepayment

3.1

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

3.2

Invoices of Supplier shall exclusively bedeemed eligible for payment provided
they are correctly specified, that they bear
the relevant and correct reference orpurchase order number and the date of
the order of DFE and that they are sent tothe correct accounts payable department.
Incorrectly specified invoices will be

3.3

Payment by DFE does not in any respectwhatsoever imply a waiver of any right under
the contract and the present Purchase
Conditions or law. Payment cannot be
regardedasconstituting
any
acknowledgement by DFE of the soundness ofthe delivered goods and/or the services
rendered and does not release the Supplierfrom any liability in that regard.

3.4

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

3.5

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

GOODS PROCUREMENT
4

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

5.

Delivery, packaging

5.1

In the absence of written agreement to thecontrary, deliveries shall take place ‘Delivered
at Place’ (in accordance with the relevant
provisions of the most recent version of
Incoterms) at the place indicated by DFE, withan accompanying waybill. The delivery timecommences as soon as the contract is formed
and is a firm deadline on penalty of forfeitureof rights. Exceeding the delivery term places
the Supplier in default without notice ofdefault being required. The Supplier is obliged
to give DFE timely and adequate advancenotice of delivery and the possibility of latedelivery.

5.2

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

6.

Transfer of risk and ownership

6.1

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

6.2

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

6.3

Ownership of the goods shall pass from the
Supplier to DFE no later than at the time ofdelivery, unless (i) otherwise agreed upon
between the Parties, or (ii) if the goods are
rejected by DFE in accordance with theprovisions of article 8.

7.

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

8.

Inspection and quality control

8.1

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

8.2

Supplier acknowledges and agrees that DFE
shall not be under a duty to carry out full
entrance controls or inspections of the goods

upon delivery, and that any delivery
inspections by DFE may be limited to visualinspection as to whether or not the goods
supplied reveal any apparent deviations inquantity or defects due to transportation.
8.3

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

9.

Defects Liability

9.1

The Supplier guarantees to DFE that the goods
being delivered and the accompanying
documentation meet the agreed specifications,
properties and requirements or, if noagreements have been made in that regard,thespecifications,
properties
andrequirements that are customary for the
trading of these goods. The Supplier further
guarantees that the goods and theaccompanying documentation meet all of thegovernmental regulations in the country of
production.

9.2

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

9.3

DFE reserves the right to return rejected
goods and/or documentation to the Supplierat the Supplier’s expense or to retain them atthe expense and risk of the Supplier. If thegoods and/or documentation are stored by
DFE, the Supplier is obliged to collect themfrom DFE within two days of receiving arequest from DFE to do so.

9.4

If goods supplied by Supplier do not conformto the guarantees pursuant to Articles 9.1 and9.2 above, DFE – at its sole discretion – shallhave the right to request the Supplier
to remedy such defect by eithera)Replacing or repairing the defective
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b)reducing the purchase price for thedefective goods orc)issuing a credit to DFE equal to thepurchase value of the defective goods.

If the Supplier fails to remedy the defect inaccordance with the above mentioned terms
or refuses to remedy such defect withinreasonable time after having received notice
by DFE requesting such remedy, DFE shall beentitled to rescind the individual purchase
contract with respect to the defective goods or
to demand a reduction of the purchase pricefor such defective goods.
9.5

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

RENDERING OF SERVICES
10.

General

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

Execution

11.1 The Supplier shall complete the order within
the agreed period of time in accordance witha programme approved by DFE. Exceeding
this term places the Supplier in default
without notice of default being required.
The Supplier shall give DFE timely advancenotice of the progress of and the possibility ofthe term being exceeded. That advance noticedoes not release the Supplier from its liability
in the event of the term actually being
exceeded. The Supplier will inform DFE in
writing when it judges that it has completed
the agreed work. DFE will inform the Supplier
whether it accepts the completed work within
fourteen days of receiving that notification.
The fact that DFE has put the work into
operation cannot be deemed to constitute its
acceptance. The acceptance of the completed
work does not cancel the rights of DFE withregard to defects, irrespective of whether DFE
has discovered or could reasonably be
expected to have discovered them during theacceptance period and not reported them to
the Supplier.

11.2 If and insofar as the work is performed at
DFE’s location, that shall be done during thenormal work hours at that location, unless theparties have agreed otherwise in writing. The
Supplier is obliged to carry out the workoutside of those working hours on DFE’s first
request. Travelling and waiting times do notconstitute worked time and can only becharged to DFE if that has been expressly
agreed in writing between DFE and theSupplier.
11.3 The Supplier shall arrange at its own expense
and in good time all permits, exemptions,approvals and decisions needed for the
performance of the work assigned to the
Supplier.
12.

Guarantee

12.1 The Supplier shall perform, all of its obligations
under the contract: (i) in strict accordancewith the terms of the contract, including allamendments, work orders and other related
documents;
(ii)
in
a
professional,
commercially diligent basis, in accordancewith the generally accepted industry andprofessional
standards,procedures
andpractices, to the reasonable satisfaction of
DFE and (iii) in accordance with therequirements laid down by or pursuant to law,and/or applicable selfregulatory rules, interalia in regard to quality, heath, safety, theenvironment and advertising.
12.2 Furthermore, the Supplier guarantees that thework will at all times be carried out with due
observance of all statutory and othergovernmental provisions concerning thepayment of social insurance contributions andtaxes, safety, the environment, hygiene,
product designations or other matters asapplicable under the relevant law and at thelocation of the work. All costs of measures,
including repair measures, needed to meetthese provisions or that may be needed tomeet them, and all penalties and or damages
resulting from non-compliance with theseprovisions, shall in all cases be defrayed by
the Supplier, even if they are initially borne by
DFE.
GENERAL
13.

Intellectual and industrial property
rights13.1 Drawings,
images,designs,models,calculations, processes, methods, tools,
moulds and everything else that can be thesubject of any right of intellectual or industrial

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property or can be placed on par with such aright(hereinafterreferredtoas“documentation and materials”), which areissued by DFE or which are made on the
instructions of DFE or in that connection by oron behalf of the Supplier for DFE and all
intellectual and industrial property rights intheir regard accrue exclusively to DFE, whichis also deemed to be the maker and/or
designer, irrespective of whether DFE pays aseparate or compound fee for that purpose.
The Supplier undertakes to do everythingnecessary to provide DFE with the exclusive
rights referred to above (including any
necessary deeds of transfer).
13.2 The
Supplier
isobligedtoreturndocumentation and materials issued by DFE
on the first request of DFE and in all cases
upon termination of the contract. The risk
concerningtheaforementioned
documentation and materials is borne by the
Supplier until such documentation andmaterials are returned. The Supplier will checkthe aforementioned documentation andmaterials for accuracy and consistency prior
to commencing execution of the contract andwill report deviations and inaccuracies to DFE,in the absence of which the Supplier will be
liable for all damages and costs suffered by
DFE in that regard.
13.3 The Supplier shall clearly mark the
documentation and materials issued by DFE
as being the property of DFE and inform thirdparties of DFE’s right of ownership. The
Supplier shall immediately inform DFE if the
documentation and/or materials are subjected
to attachment or no longer freely available to
the Supplier for other reasons.
13.4 The Supplier shall refrain from using the
documentation and materials issued by DFE
for purposes other than those for which they
were provided and will not reproduce them infull or in part, by any means whatsoever, issue
them to third parties or show them to thirdparties.
13.5 The Supplier guarantees to DFE that the use(including sale or delivery) of the goods
delivered to DFE does not infringe any right ofintellectual or industrial property belonging toa third-party and will indemnify DFE against
claims of third-parties and defray in full all
damages and costs suffered and incurred by
DFE in connection with those claims. DFE’s
approval of documentation and materials andother notifications or information issued by oron behalf of the Supplier does not affect ordiminish the obligations of the Supplier under
this article and these Purchase Conditions.
14.

Confidentiality

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

On-site instructions and regulations

15.1 The Supplier shall at all times adhere to theapplicable rules on the sites and at thefacilities of DFE, such as hygiene and safety
regulations.
15.2 The only persons granted access to thegrounds of DFE are those registered by the
Supplier with DFE and whose admission has
been approved by DFE.
15.3 Other than in cases of intentional act oromission or gross negligence on its own partor its executive management staff, DFE
cannot be held liable for any damages or any
injuries of any nature whatsoever andoriginating or caused in any mannerwhatsoever in the execution of the contract to

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the Supplier, to third parties engaged orotherwise involved by the Supplier in theexecution of the contract, to goods of the
Supplier or those third-parties or persons
employed by the Supplier or those third
parties.
16

Prohibition on outsourcing andassignment.
16.1 The Supplier is forbidden without theprior written permission of DFE totransfer or outsource the contract or
its execution in full or in part to thirdparties. DFE is authorised at all times
to transfer the contract in full or inpart to any other group company ofDFE.
16.2 Claims of the other party on DFE are
not transferable except with the priorwritten consent of DFE.

17

Termination

17.1 Either party is entitled to suspend theimplementation of the contract or to terminate
or rescind the contract in full or in part bymeans of a written statement and without aprior notice of default or judicial intervention
with immediate effect, whilst retaining all its
rights to compensation for costs, damage,losses, and interest; a) if the other party fails
to meet one or more of its obligations underor otherwise related to the contract or to meetthem on time or in full, or if it established thatfull compliance will be impossible; b) if theother party is declared bankrupt or its
bankruptcy or (provisional) suspension of
payment is applied for or granted, if it
liquidates or discontinues its business, offers
a composition, if an attachment is imposed on(part of) its assets or if it otherwise proves tobe insolvent; c) if material changes are madeto direct or indirect ownership or control ratios
at the business of the other party.
17.2 DFE reserves the right to terminate thiscontract at all times for any reason, subject toa reasonable notice period.

interpreted and construed in conformity withthe provisions of the most recent version of
the Incoterms.
18.2 The Supplier guarantees that it is either (i) aholder of a combined AEO certificate for
Customs Simplifications and Safety or (ii) has
submitted an application for such an AEO
certificate or (iii) is able to issue a statement
signed by the other party’s boardof management with regard to “safety andsecurity” as referred to in the “Common
format of security declarations for AEOS and
AEOF” of the European Commission(reference number TAXUD/2007/1729).
19

Further provision, applicable law andcourt of competent jurisdiction

19.1 In the event of one or more of the provisionsof these Purchase Conditions proving to beinvalid or being set aside by a court of law, theother provisions will remain fully in force. The
parties shall in good faith attempt to replace
any unenforceable provision of these Purchase
Conditions with a provision that is enforceable
and that comes as close as possible toexpressing the intention of the original
provision.
19.2 All contracts between DFE and the Supplier
are subject to the laws of the Federal Republicof Germany. The applicability of the United
Nations Convention on Contracts for theInternational Sale of Goods of 1980 (CISG) is
however excluded.
19.3 The forum for any disputes between theparties that result from or are otherwise
connected with any contract and/or these
Purchase Conditions shall be the courts in
Düsseldorf, Germany. However, each party
hereto in its sole discretion shall be free tocommence legal proceedings against theother party at the competent courts of theother party´s principal place of business.
Except for preliminary injunctions, the choicesof forum set forth in this Article 19.3 shall be
exclusive.

17.3 In the event of termination in accordance withthe terms of this contract, neither party canbe held liable for any form of compensation fordamages.
18

Incoterms and AEO (Authorized
Economic Operator) Certificate

18.1 The delivery terms used in these conditions orother agreements between the parties shall be

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