the Related Agreements will prevail in the event of any
conflict between any provisions of this Agreement andany provision of any Related Agreements.

General Terms andConditions of Purchase for
Tunisian entitiesg)

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 alltransactions between Sartorius and the Supplier in theversion current at the time of the conclusion of suchtransaction, 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)

b)

c)

d)

e)

f)

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

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 the2) DEFINITIONS
Supplier and Sartorius, the Supplier giving up its own
general conditions of sale. Any withstanding, amending
In these General Conditions of Purchase:or deviating terms and conditions of Supplier shall not
apply, even if Sartorius, knowing of such terms and“Affiliate” means any individual or entity directly or
conditions of Supplier, does not object to them
indirectly(i) controlling, (ii) controlled by, or (iii) under
explicitly
common control with the ultimate parent company ofsuch Party. For purposes of this definition, “control”
All Orders of Sartorius are exclusively governed by themeans the direct or indirect ownership of more than fifty
present General Conditions of Purchase and any
percent (50%) of the outstanding voting rights, or theparticular conditions
mentioned in the Orderright to control the policy decisions of the respective(hereinafter “Particular Conditions”) as well as (as theentity.
case may be) all other contractual documents“BusinessDay” means any day other than a Saturday,(hereinafter
designed“OtherContractual
Sunday or any day which is a federal legal holiday or any
Documents”) defined in the Particular Conditions.
day on which banking institutions are authorized or
required by law or other governmental action to close.
If there is any contradiction between those different“Confidential Information” means any information that
documents, the priority order will be as follow:
is confidential in nature concerning the other Party
1. Particular Conditions
and/or its Affiliates, including, without limitation, any
2. General Conditions of Purchase, anddetails of its business, affairs, customers, clients,
3. Other Contractual Documents
suppliers, Intellectual Property, plans, strategy, products(either existing or under development), or services.
Particular Conditions, General Conditions of Purchase“Deliverable” mean Goods, software, information,
and Other Contractual Document constitute the entire
technology, and any other items (e.g. reports) to beagreement between Sartorius and the Supplier (thedelivered by Supplier pursuant to the Agreement,“Agreement”) and prevail over all other priorincluding any such items furnished incident to the
document, express or implied, written or oral.
provision of Services.
“Delivery Location” means the location specified in the
In the event the cooperation between Sartorius andorder to which Supplier shall procure the delivery of thethe Supplier under which Sartorius may purchase andGoods.
take delivery of ordered Products from Supplier for“Force Majeure” means any event outside theresale, and Supplier may manufacture, sell and deliver
reasonable
control of either Party and shall include,
to Sartorius the volumes and versions of Products
without
limitation,
war, threat of war, revolution,ordered by Sartorius, are governed under the terms ofterrorism, riot or civil commotion, strikes, lockout or
a separate purchase agreement, or quality agreement
other industrial action, blockage or embargo, acts of, or(together the “Related Agreements”), the provisions of

Last update: December 2020

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 this Agreement.
“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 the foregoing.
“Invention” means any new device, design, product,
computer program, article, method, process, or
improvement or alteration thereon, work of authorshipor derivative thereof, or any of the foregoing that ispatentable, 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 the dateon 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 registered letter orby e-mail and written will be interpreted accordingly.

Any reference in these General Conditions of Purchaseto any provision of a statute shall be construed as areference 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 acceptanceby the Supplier of these General Conditions ofPurchase. Any delivery made or work started by the
Supplier pursuant to the Orders shall constituteacceptance 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 expressedor implied under the Order. When the work or any partof it is to be performed anywhere other than the
Supplier’s premises, it shall be deemed to have satisfied
itself as to all local conditions and other factors 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 theGoods and the Services shall, subject as provided inthese General Conditions of Purchase, be as specified in
the Order and/or in any applicable Specification
supplied by Sartorius to Supplier, or agreed in Writing by
Sartorius. The Goods and Services shall comply with all
relevant legislation and any applicable up-to-datestandards.

b)

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

c)

The Supplier shall clearly list any exceptions ordeviations to requirements to the Specifications and allother documents and standards and each deviation
shall be serially numbered. The deviations must be
supported by strong justification and is subject toLast update: December 2020

Sartorius’ prior written approval to become effective. In
the absence of a separate exceptions list, thedocuments shall be considered accepted by the
Supplier.

e)

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 berecovered from the Supplier by action at law orotherwise.

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, shall be
the exclusive property of Sartorius. The Supplier shallnot disclose to any third party or use any such 6) SECURITY STOCK
Specification except to the extent that it is or becomespublic knowledge through no fault of its own, or as a) In order to guarantee Sartorius a certain security and avoid
required for the purpose of the Order.
all cease of deliveries, the Supplier agrees and commits
itself to maintain a security stock in its factory premises ofe) These warranties shall survive acceptance of these
the Goods listed in the Order issued by Sartorius, and in
General Conditions of Purchase and are in addition to
conformity with the terms listed in the Particular
any warranties of additional scope given to Sartorius by
Conditions and/or Other Contractual Documents.
the Supplier. No implied warranties are excluded.
b) Sartorius reserves the right to audit at any time the security
stock in the Supplier’s factory premises or other facilities,5) PRICE AND TERMS OF PAYMENT
which Supplier herewith accepts. The audit will be
undertaken by an employee or any agent of Sartorius, whoa) Prices exclusive of VAT but inclusive of all packaging
will be designated for this purpose
as stated on the Order shall remain fixed until thedelivery and acceptance of all Goods and completion 7) RISK AND PROPERTY
of all the Services, which are the subject of the Orderin accordance with these General Conditions ofa) Risk of damage to or loss of the Goods shall pass toPurchase.
Sartorius when the Goods have been delivered andunloaded.
b) No invoice will be accepted or processed for payment
unless it refers to the Sartorius Order number, isb) Where payment for the Goods is made prior to delivery,
appropriately addressed and provides sufficient detailthe title in the Goods shall pass to Sartorius once payment
with respect to each item invoiced.
has been made and the Goods have been appropriated or
allocated to Sartorius.
c) Sartorius shall pay all invoices as per the terms definedin the Order.
8) DELIVERY AND IDENTIFICATION OF GOODS ANDd) In the event that payment is made before delivery of
PERFORMANCE OF SERVICES
any or all of the Goods or the Services, the Supplier
hereby grants to Sartorius, and Sartorius shall have, aa) Goods and Services shall not be dispatched or performed
security interest in the Goods, components and/or
prior to receipt by the Supplier of Sartorius’ written Order.
raw materials used in or purchased or designated for
The Goods shall be delivered (and all work associatedthe manufacture of the Goods or purchased using any
therewith shall be completed) to the Delivery Location
money paid by Sartorius (or its subsidiaries or agents)
and the Services shall be performed by the date(s)to the Supplier (or on the Supplier’s behalf), which
specified in the associated Order or as otherwise agreed
security interest shall attach to the Goods,
by Sartorius in Writing.
components and such raw materials immediately
upon the Supplier’s receipt of such payment. Theb) The Supplier agrees to perform the Services in accordance
Supplier also agrees to execute and file (or, atwith safety rules of Sartorius and applicable safety laws
Sartorius’ discretion, permit Sartorius or Sartorius’
and regulations whenever the Supplier is on Sartorius'
agents to file), or take such other reasonable actions
premises.
as deemed necessary by Sartorius, in order toevidence such security interest, at the Supplier’s cost.
c) Time shall be of the essence of the Supplier’s obligationsd)Last update: December 2020

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.

part 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) and Services havebeen actually received and accepted by Sartorius.

Without prejudice to any other remedy, if the deliveriesof Goods are not made or the Services are not performed 9) INSPECTION
on the due date(s), or without certificates, identificationor documentation in full compliance with Sartorius’ a) Sartorius may, at all reasonable times and upon reasonablerequirements, Sartorius shall be entitled to recover fromnotice, perform such inspections and/or audit at thethe Supplier, by way of damages and not as a penalty
Supplier facilities, as Sartorius deems necessary to assure(either directly or by deduction from any amounts due or
itself of the Supplier’s compliance with applicable laws andwhich become due to the Supplier) a sum equivalent toregulations, the Order and these General Conditions of
5% of the Price for each week’s delay up to a maximum ofPurchase.
50% of the Price (or such other percentage and /orperiod as may be specified in the Order, Particular b) If as a result of inspection or testing, Sartorius is not
Conditions and/or Other Contractual Documents).
satisfied that the Goods or the Services comply in all
respects with the Order, Sartorius has the right to rejecte) Goods delivered in excess of the amount called for in the
any work which is considered to be defective or inferior in
Order, or without Sartorius written Order, may be refused
quality of materials, workmanship, processing or design
and returned to the Supplier at the Supplier’s expense,and not in accordance with the Specification, the Supplierand Sartorius shall be entitled to invoice the Supplier for
shall take such steps as are necessary to ensurea handling fee which may amount ten per cent (10%) ofcompliance. Any work so rejected shall immediately be
the Price of the delivered Goods. .
replaced or corrected at the Supplier’s expense. The
Supplier shall resubmit the re-performed work forf) To the extent that they do not conflict with the terms andinspection or testing at Sartorius’ sole judgement.
conditions of the Order, Incoterms latest edition shallapply to the Order.
10) QUALITY OF PERFORMANCEd)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 18g) 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 thePrice of the delivered Goods.

h)

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’ written
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 ora)

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 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 not comply
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

Last update: December 2020

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.

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

e)

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

11) ORIGIN OF RAW MATERIALSThe Supplier shall supply at its own expense, certificatesof analysis, tests, and certificates of origin as are required 13) CHANGES TO SERVICES
by Sartorius in connection with the Goods or Services or
required by law. Such information shall be delivered no a) The Supplier shall have an established Change Control
later than two (2) business days after Order receipt.
and Notification procedure to ensure that Sartorius is
notified in the event of any changes. This procedure shall12) CHANGES TO GOODS
allow full traceability of all established changes as well as
evaluation of potential impact of the individual change.
a) The Supplier shall have an established Change Controlb) Major changes: Sartorius requires a prior twelve (12)and Notification procedure to ensure that Sartorius ismonths written notice from the Supplier, to be
notified in the event of any changes. This procedure shallcountersigned by Sartorius, before the Supplier
allow full traceability of all established changes as well as
implements the following changes of the Services:evaluation of potential impact of the individual change.
i. Changes in the method of processing, sterilizationb) Major Changes: The Supplier shall notify Sartorius of any
or testing that may affect form, fit or function of thepermanent or temporary suspension or implementation
Good where the Service is performed on.
of major changes in the production of Goods at least one
ii. Changes of service location.
(1) calendar year in advance by written notice to beiii. Changes in any other field impacting the provided
countersigned by Sartorius. Major changes shall be thefollowing:
Service(s)a)

i. Changes in the composition, source and grade ofany raw material.
ii. Changes

in

the

methodofc)production,

processing, sterilization or testing that may affectform, 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, theSupplier shall inform Sartorius at least six (6) months inadvance 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 Goodsiii. Changes in the packaging storage and distribution
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.

i.

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 followingchanges 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 the Buyer by email
to: supplier.changenotification@Sartorius.com

e)

The Supplier further guarantees that the Buyer shall havethe 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 the Buyer’planning at the time of notice

Last update: December 2020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 the eventof a total interruption, Sartorius shall be afforded a “lasttime 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 to surrendermanufacturing or sale of any Goods, Supplier shall inform
Sartorius hereof in writing without undue delay. Sartorius
shall have the preferred right, within six (6) months uponreceipt of this notification, to assume the manufacturing
and sale of 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:
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 in any
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 by
implication make known to the Supplier at the time
the Order is placed.
The Supplier shall convey to Sartorius good title (freeand clear from all liens, encumbrances, claims, andother 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 of athird party.
All documents including invoices, and all information
submitted by the Supplier in support of any costs shallconstitute a true, accurate and complete descriptionof the Goods, activities and transactions to which they
pertain.
All samples provided to Sartorius by the Supplier shallbe 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 by Sartorius ofsamples shall not discharge the Supplier of its
warranty and shall not be construed or viewed as theacceptance 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 the rightto require the replacement of any personnel, tools or
equipment that do not comply with the foregoingprovisions 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 and hereby
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 to manufactureor seek the performance of the obligations hereunder by athird party which would otherwise be performed by the
Supplier under the warranty in such cases where theSupplier has been unable to resolve a problem or breachin a reasonable period of time. In such cases, Sartorius
reserves the right to charge Supplier for all costs, both
direct and indirect, in connection therewith.

Last update: December 2020

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.

16) INDEMNITY / INSURANCE-

c)functionally 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.

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 or Services
or acts or omissions of Supplier under the Agreement.
Such insurance policies will be written with appropriately
licensed and financially responsible insurers. Supplier shallinform Sartorius of any cancellation or reduction incoverage with a minimum of 30 days prior written notice.
Certificates of insurance evidencing the required
coverage and limits and insurance policies shall befurnished to Sartorius upon Sartorius ‘request.

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 d) The Supplier recognizes and agrees that any clause
person or property and any action, claim or demand) andseeking to limit its liability is not acceptable to Sartorius.
charge, cost and expense, including but not limited to,reasonable attorneys’ fees, internal processing costs, e) The Supplier will provide Sartorius with a certificate ofrework and remanufacturing costs, sustained by orinsurance evidencing such coverage and will promptly
incurred by Sartorius by reason of failure of the Goods orfurnish copies of endorsements and/or policies upon
the Services to conform to the warranties contained
request. The limits and insurance policies/coverage
herein or in the Order or breach by the Supplier of any ofidentified in this section are minimum requirements, andits obligations hereunder or negligence or willful
shall in no way define or limit the obligation of the Suppliermisconduct by it, its employees, representatives orin the event of loss.
agents. Such indemnity shall be in addition to any otherremedies afforded by law, contract or equity and shall 17) DEFECTIVE GOODS OR SERVICES
survive termination of the Order.
a) Without prejudice of the right for Sartorius to terminateb) The Supplier shall also, at its expense, defends any suit or
the Order(s) and ask for remedies and damages, theproceeding brought against Sartorius, Sartorius’
Supplier shall grant to Sartorius, in tandem with any legal
successors and assigns, based on a claim that the Goods
warranties, a contractual warranty.
or any component part furnished hereunder, or the b) Regarding this contractual warranty, and if Goods orServices, infringe any local, European or foreign patent orServices are defective or fail to meet the requirements ofother Intellectual Property rights of a third party. The
the Order, Sartorius reserve the right to either:
Supplier shall pay all damages, costs and attorneys’ fees
Require the Supplier to remedy at its own expense any
awarded in any such suit or proceeding and, at Sartorius’defects that may arise in the work related thereto. The
discretion, either:
Supplier shall guarantee for a further 12 months all
remedial work carried out under this warranty. Where- at Sartorius’ expense, obtain through negotiation thea defect arises within the original Warranty Period but
right for Sartorius to continue to purchase and/or use
does not become apparent until that period has
the Goods or the Services;
expired, the Supplier’s liability does not cease because- rework the Goods so as to make them non-infringing
Sartorius has not been able to give notice of thewhile preserving their original functionality;
defect.
- replace the Goods with non-infringing Goods with
Return the Goods for repair or replacement or requirea)Last update: December 2020

-

-

-

c)

replacement Services within the timescale specified
The Supplier ceases, or threatens to cease, to carryby Sartorius at the Supplier cost; oron business; orCarry out any necessary rectification and thenSartorius reasonably believes or anticipates thatcharge the Supplier’s account for such work; or
any of the events mentioned above are about toRequire that the Supplier refunds the full Purchaseoccur and notifies the Supplier accordingly.
Price within thirty (30) days of Sartorius’ notice andterminate the Order;c) Sartorius’ rights and remedies are in addition to andwithout prejudice to other rights and remedies underRefund to Sartorius all direct and indirect costs
supported by Sartorius and deriving from the defects
the Order including Sartorius’ right to allow theof Goods, including those linked to an eventual
Supplier to continue the work and recover from it theloss or damage suffered by Sartorius in respect of
campaign of calling-back, spontaneous or provoked,
or also imposed by public authorities,
Supplier’s defective or delayed performance.
Compensate Sartorius for all consequences, direct
or indirect, which are deriving from the Supplier’s 19) TERMINATION FOR SARTORIUS’ CONVENIENCE
responsibility, and regarding bodily injury, material
and/or immaterial damages, consecutive and/or a) Termination shall not relieve either Party of liability withrespect to any breach or with respect to rights andnon-consecutive suffered by third parties, toSartorius and to Sartorius’ successors.
obligations based upon any matter which occurred priorTerminate this Agreement.
to termination.

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 (forexample: replacement of Goods).

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 Order inwhole 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 incorporation in
the work.

c)

The Supplier acknowledges its obligation to take allreasonable steps to mitigate liabilities arising from suchtermination.

18) TERMINATION FOR DEFAULT OR INSOLVENCYa)b)

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 Orderor otherwise, and shall have the right to retain any
Goods previously supplied under the Order.
Sartorius shall be entitled to terminate the Order if:--

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 andregulations shall apply; orAn encumbrance takes possession, or a receiver isappointed, of any of Supplier’s property or assets;or20) TOOLSa)

All special dies, tooling, molds, patterns, jigs, fixtures, andany 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 beheld 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 the replacement cost, with loss
payable by it. The Supplier shall indemnify Sartorius
against all liability, loss, damage and cost, sustained by
us arising from a claim by the Supplier’s employees,
agents or consultants for bodily injury or death inconnection with the operation of such equipment while

Last update: December 2020

in its care, custody and control.

international laws and regulations, in particular theapplicable customs and export control regulations
including US re-export, embargo regulations and sanction
programs.

On the contrary, the Supplier shall not oppose Sartorius
its own reserve property clause, or the one derivingfrom a subcontractor. The Supplier commits itself totake responsibility for all claims and actions which b) The Supplier undertakes to inform Sartorius in Writing of
could be brought by any third parties against it andall foreign trade master data specified below after
obtain, if necessary, the breaking of such a clause.
placing the purchase order (e.g. in the orderconfirmation) and latest at the point of the delivery (e.g.
21) INTELLECTUAL PROPERTY RIGHTS
by printing the information on the delivery note and/or
invoice). In case of any changes the Supplier will informa) Any Specification supplied by Sartorius to the Supplier
Sartorius in Writing immediately.
or specifically produced by the Supplier for Sartorius, inconnection with an Order, together with anyi.
The country of origin (non prefential origin)
Intellectual Property rights therein, shall be Sartorius’according to the rules of origin from the World
exclusive property. The Supplier shall not disclose to
Customs Organization (WCO)
any third party any such Specification except to theii.
A long-term vendor declaration (LTVD) for theextent that it is or becomes public knowledge throughpreferential origin of goods, on request and if
no fault of its own; or as required by law, provided thatapplicable, or any other document confirming
the Supplier gives Sartorius immediate notice of suchthe prefential origin status of the productlegal requirement and cooperates fully with Sartorius’iii.
A statistical goods number (Harmonized System
attempts to acquire a protective order; or for theCode) based on the tariff nomenclature from the
purpose of fulfilling the Order, to the extent that theWorld Customs Organization (WCO)
third party is under an obligation of confidentiality noiv.
The Export Control Classification Number
less stringent then as stated herein. The Supplier shall(ECCN) according to the EC-Dual-Use
not use any such Specification except to the extent
regulation (No. 428/2009 including latestthat it is necessary for the purpose of fulfilling the
updates) or comparable international lists like
Order.
GermanAusfuhrliste,
Swiss
Güterkontrollverordnung,IndianSCOMETb) If Sartorius has commissioned the Supplier to produce
regulation,
Singapore
Strategic
Goods
Controla design or Specification or drawing in the Order, the
List,
as
well
as
a
ECCN
related
tothe
US
ExportSupplier agrees that the commissioned work is a "Work
Administration Regulations (EAR) or any otherfor Hire", and that Sartorius, as the entity for which theapplicable law or regulation
work is prepared, shall own all right, title and interest inand to the work, and any other Intellectual Propertyv.
The potential share of US components per
rights that may arise from the work. The Supplierproduct (de-minims ruling) if applicablefurther 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 the work, including c) Anti-Corruption Laws, U.S. Foreign Corrupt Practices
Act and UK Bribery Act:ownership of the entirety of any Intellectual Property
a. A director, employee or agent of therights in the work. The Supplier agrees to execute all
Supplier must not: (i) give or receive any
papers and take all steps necessary for Sartorius tocommission,fee,rebate,giftorperfect its ownership of the entirety of any Intellectual
entertainmentofsignificant
value
from;
or
Property rights in the work.
(ii) enter into any business agreement with,any director, employee or agent ofSartorius other than as a representative ofc) The Supplier represents and warrants that its work will
Sartorius or in the ordinary and proper
be original and will not infringe upon the rights of any
course of business between any of thosethird party and will not have been previously assigned
parties.
or otherwise encumbered, by license or otherwise.
b. The Supplier must not undertake any
activity that may constitute a breach of any22) COMPLIANCE REQUIREMENTS
provision of the Anti-Corruption Laws (anylaws or international conventions relatinga) The Supplier shall comply with all applicable national andto anti-corruption including: (a) the OECDb)

Last update: December 2020

Convention on Combating Bribery ofForeign Public Officials in International
Business Transactions 1997; (b) the
United Nations Convention against
Corruption 2003; (c) the Foreign Corrupt
Practices Act of 1977 of the United Statesof America (as amended by the Foreign
Corrupt Practices Act Amendments of1988 and 1998) (“FCPA”); (d) the UK
Bribery Act 2010; (e) any other applicablelaw (statute, ordinance, rule or regulation,order of any court, tribunal or any otherjudicial body or any other administrativerequirement) which: (i) Prohibits theoffering of any gift, payment or otherbenefit 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 theprovisions of the OECD Convention, or
which has as its objective the preventionof corruption and which are applicable in
the jurisdiction in which the Supplier isregistered, conducts business and/or
which any of the Services are performed).
c. The Supplier shall furthermore, in theperformance of its obligations under the
Agreement, comply at all times and act ina manner consistent with Sartorius’ Codeof Conduct for Business Partners. The
Supplier hereby acknowledges that it hasreceived Sartorius’ Code of Conduct for
Business Partners (the "Code") available
athttps://www.sartorius.com/download/34
3228/sartorius-code-of-conductbusiness-partner-en-data.pdf and agrees
that any and all of its employment sites,
subsidiaries, divisions, Affiliates, operating
entities, personnel or subcontractors
doing business with Sartorius and/or anyof its direct or indirect subsidiaries will
abide by the Code. The Supplieracknowledges that its failure to comply
with the Code may result in thecancellation of all existing Orders andtermination of its business relationshipwith Sartorius.
d. Supplier will indemnify and hold Sartorius
harmless from any claims, liabilities,
penalties, forfeitures, and associatedcosts and expenses (including attorney’sfees), which Sartorius may incur due toSupplier’s breach or non-compliance withthe provisions of this Section 22.
23) FORCE MAJEURE, SPECIAL RULES IN TIMES OF THE

COVID-19 PANDEMICa)

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 the Covid-19 pandemic),
which includes or is expected to include the period ofdelivery of goods or provision of the service outcomes,
the parties will inform each other without undue delay.
The parties will agree together whether the Deliverables
can be made up after the Force Majeure situation has
ended and whether Sartorius has an interest in doing so.
In case it is possible to make up for the delay/if being
interested, the parties will mutually agree on a substitutedate or agree on a procedure and a period for
determining a substitute 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 at 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 shallnot apply. Payments or part performances already madeshall 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 willtake place during the period of the Covid-19 pandemic.
Both parties are aware that the Agreement will be
executed in full knowledge of the substantial change ineconomic life. The Supplier expressly confirms that it will
be able to carry out the Order within the terms andconditions set out in the Agreement.

e)

If the Covid-19 pandemic does not allow the delivery ofGoods and/or provision of Services on the contractuallyagreed dates, or only at a higher price than contractuallyagreed, the invocation of Force Majeure due to the
Covid-19 pandemic is excluded; Section 19 c) does not
apply in this case.

24) MISCELLANEOUSa)

Any manual of usage, instruction, description,
Specification and alike provided by Supplier in relation to

Last update: December 2020

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 performance inthe 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 under an
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 substantially all of its assets to which
this Agreement relates.

e)f)

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 legally possible,
most closely approximates to the original intention of
the contractual parties or to what they would haveintended according to the meaning and purpose of
these General Conditions of Purchase had they beenaware of the ineffectiveness or omission of theprovision(s) in question.
The Agreement shall be governed by the laws ofTunisia, excluding its provisions governing conflicts oflaws. The United Nations Convention on Contracts for
the International Sale of Goods (CISG) of 11.04.1980
shall not apply. The venue for all disputes between theparties in relation to the Agreement shall be the local
courts of Tunisia.
g)Each party undertakes that it will keep any Confidential
Information confidential and it will not use or disclose
the other Party’s Confidential Information to any
persons except that it may disclose such Confidential
Information to any of its Representatives who need toknow the same for the purposes of performing any
obligation under this Agreement, provided that suchparty must ensure that each Representative to whom
Confidential Information is disclosed is aware of its
confidential nature and agrees to comply with thisclause as if it were 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 thateach 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 inelectronic form, that refers to Sartorius, its Affiliates, its
products, or to these General Conditions of Purchasemust 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 makeeither party the agent of the other party for any purpose.
Furthermore, each of the parties shall remain solely
responsible for its own acts, statements, engagements,
performances, products, and personnel.

Last update: December 2020

k)

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

Last update: December 2020

Last update: December 2020