Buying Conditions

VERSION DATED 23.02.2021

1. COPE OF APPLICATION

The following General Terms and Conditions of Purchase (hereinafter referred to as “GPC”) apply to all procurement contracts of Lab Logistics Group GmbH (LLG). We do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to them in writing. Our GPC shall also apply if we accept delivery without reservation in the knowledge that the supplier’s terms and conditions conflict with or deviate from our terms and conditions.
Our Terms and Conditions of Purchase shall only apply to entrepreneurs (§ 14 BGB [German Civil Code]), legal entities under public law and special funds under public law.

2. CONCLUSION OF CONTRACT

Our orders shall only be deemed binding upon written submission or confirmation.
Unless we have expressly waived an order confirmation, every order must be confirmed to us in writing within one week, stating the binding delivery time. A delayed or supplementary acceptance of our order shall be deemed a new offer and requires our acceptance.

3. PRICES, PRICE CHANGES, TERMS OF PAYMENT

The price stated in the order is binding. The supplier expressly reserves the right to change prices. Prices are to be stated without the statutory value added tax. Value added tax shall be shown separately in all cases.
Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Supplier (e.g. assembly and installation) as well as all ancillary costs (e.g. proper packaging and transport costs including any transport and liability insurance).
Invoices must show the order number as well as the date of the order or call-off from us and the supplier’s tax number. Agreed partial or residual deliveries must be marked as such on the delivery bill and on the invoice. If one or more of these requirements are not met and this delays processing by us in the normal course of business, the payment deadlines specified in 4 shall be extended accordingly.

Unless otherwise agreed, payments shall be made net within 30 days of delivery or acceptance and receipt of the invoice or within 14 days with a 3% discount. The latest date is decisive for the deadline. In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.
The assignment of the supplier’s claims against us to third parties is excluded without our express prior consent.
We do not owe any interest on arrears. In the event of default in payment, the statutory provisions shall apply.
The supplier may only invoke a right of set-off or retention to the extent that his claim is undisputed, recognized or legally established.

4. TRANSFER OF RISK, SHIPMENT, PACKAGING

Delivery shall be DDP (in accordance with Incoterms 2020 or the respective current version), unless otherwise agreed. The place of performance for the delivery obligation is our registered office in Meckenheim (obligation to be performed at the place of business), unless otherwise agreed.
The risk shall pass to us upon proper handover at the agreed place of delivery. If acceptance has been agreed, this shall be decisive for the transfer of risk.
If it has been agreed that we shall bear the shipping costs and if we do not commission the carrier ourselves, the supplier must choose the mode of transportation that is most cost-effective and best suited for us.
The packaging must be resistant to damage during transportation and must comply with the statutory regulations applicable at the time of delivery. The supplier is obliged to take back packaging material at our request.
All shipments must be accompanied by a packing slip and a delivery bill stating our order number, article description and article number. In addition, a dispatch note must be sent to us by separate post. If one or more of these requirements are not met, we shall not be responsible for any resulting delays.

5. PARTIAL DELIVERIES, DELAY IN DELIVERY, RETENTION OF TITLE

The delivery time stated in the order is binding.
Partial deliveries or partial services are only permitted with our prior consent.
If the supplier has reason to believe that he will not be able to fulfill his obligations in whole or in part or not on time, he must inform us immediately.
If the supplier fails to perform its obligations in whole or in part or fails to do so within the agreed delivery period or is in default, our rights – in particular to rescission and damages – shall be determined in accordance with the statutory provisions. The provisions of paragraph 5 remain unaffected.
If the supplier is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than a total of 5% of the net price of the goods delivered late. We reserve the right to prove that higher damages have been incurred. The supplier reserves the right to prove that no damage at all or only significantly less damage has been incurred.

6. The transfer of ownership of the goods to us must take place unconditionally and regardless of the payment of the price. If, however, in individual cases we accept an offer of the supplier for transfer of ownership conditional on payment of the purchase price, the seller’s reservation of title shall expire at the latest upon payment of the purchase price for the delivered goods. We shall remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price, assigning the resulting claim in advance (alternatively, the simple reservation of title extended to resale shall apply). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

6.EXPORT CONTROL AND CUSTOMS

The supplier is obliged to inform us in its business documents of any licensing requirements for (re-)exports of its goods in accordance with German, European, US export and customs regulations as well as the export and customs regulations of the country of origin of its goods:

the export list number in accordance with Annex AL to the German Foreign Trade and Payments Ordinance, the European Annex IV to the EC Dual-Use Regulation, the European Annex I or comparable list items of relevant export lists, for US goods the ECCN (Export Control Classification Number) in accordance with the US Export Administration Regulation (EAR), the commercial origin of its goods and the components of its goods, including technology and software, the statistical goods number (HS code) of its goods, as well as a contact person in its company for clarification of any queries from us;
all foreign trade data on its goods and their components as well as (prior to delivery of the relevant goods affected by this) all changes to the above data;

The supplier must send us the necessary export control declarations completed in full, with the necessary documentation and signed. The order shall not become effective until the complete and signed declaration has been sent to us. Products that are subject to special export conditions must be declared in advance, stating the list on which they are listed (German export list, European Annex I, European Annex IV to the EC Dual-Use Regulation or other relevant export lists).
The supplier guarantees that the information provided in the export control declaration is complete and correct. The supplier shall inform us immediately of any future changes to the delivery items that change the export control classification of the goods.

7. INSPECTION FOR DEFECTS, INCOMING GOODS INSPECTION

Section 377 of the German Commercial Code (HGB) shall apply to our commercial obligation to inspect and give notice of defects with the following proviso: We shall inspect the delivered goods immediately after receipt with regard to type, quantity and obvious damage, such as transport damage in particular, and give notice of any defects discovered without delay. Defects discovered later must be reported immediately after their discovery. The complaint shall in any case be deemed to have been made without delay and in due time if it is received by the supplier within a period of 10 working days calculated from receipt of the goods or, in the case of hidden defects, from discovery.
Payments shall not constitute a waiver of the right to lodge a complaint.

8. LIABILITY, FREEDOM FROM THIRD PARTY RIGHT

We object to any limitation of liability in the supplier’s general terms and conditions.
The supplier warrants that the goods delivered by him are free from third-party rights (trademarks, patents, utility models, copyrights, protected designs, protection of performance under competition law) which could hinder the resale of the goods in the EU and EFTA.3
The supplier shall indemnify us against all costs of legal defense against claims asserted by third parties due to infringements of rights on account of the goods delivered by the supplier. This indemnification obligation shall not apply if the supplier is not responsible for the infringement in question. We shall also be entitled to the statutory claims for damages in full due to any industrial property rights of third parties or the supplier.
The supplier also warrants that the goods can be resold worldwide without infringing intellectual property rights.

In this respect, the supplier waives any rights arising from trademarks, patents, utility models, copyrights, protected designs or competition law protection which it could assert against the resale of the goods outside the EU or the EEA. The supplier shall indemnify us against all costs of legal defense against claims asserted by third parties due to infringements of rights on account of the goods delivered by the supplier. We shall also have the statutory claims for damages.
The supplier further undertakes to ensure that third parties outside the EU or the EEA do not assert any rights arising from trademarks, patents, utility models, copyrights, protected designs or competition law protection which could be held against the resale of the goods outside the EU or the EEA. The supplier shall indemnify us against all costs of legal defense against claims asserted by third parties due to infringements of rights on account of the goods delivered by the supplier. This indemnification obligation shall not apply if the supplier is not responsible for the infringement of rights concerned. We shall also be entitled to the statutory claims for damages.

9. WARRANTY FOR MATERIAL DEFECTS

Our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the supplier shall be governed in full by the statutory provisions, unless otherwise stipulated below.
In accordance with the statutory provisions, the supplier shall be liable in particular for ensuring that the goods have the agreed quality and correspond to the current state of the art when the risk passes to us.
In addition, the supplier shall be liable for ensuring that the goods/services comply with the laws, regulations and technical standards applicable in the EU/EFTA territory on the date of performance.
The costs incurred by the supplier for the purpose of inspection and rectification (including any installation and removal costs) shall be borne by the supplier. This shall also apply if it turns out that no defect actually exists. We shall only be liable for damages in the event of an unjustified request for rectification of defects on our part if we recognized or were grossly negligent in not recognizing that no defect existed.

If the supplier does not fulfill his obligation to subsequent performance within a reasonable period of time set by us, we may remedy the defect ourselves and demand reimbursement of the necessary expenses from the supplier in advance. If the supplier refuses subsequent performance or if it is a fixed debt or if subsequent performance by the supplier has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; the supplier must be informed immediately, if possible in advance.
Claims arising from guarantees given by the supplier remain unaffected.

10. SUPPLIER RECOURSE

We are entitled to our statutory rights of recourse within a supply chain (supplier recourse pursuant to § 445a, 445b, 478 BGB) without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the seller that we owe our customer in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
Our claims arising from supplier recourse shall also apply if the goods have been further processed by us or one of our customers prior to their sale, e.g. by incorporation into another product.

11. PRODUCT LIABILITY, PRECAUTIONARY MEASURES, NOTIFICATION OBLIGATIONS

Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties upon first request insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
Within the scope of his obligation to indemnify within the meaning of paragraph 1, the supplier is also obliged to reimburse us for any expenses arising from or in connection with a claim by a third party, B. necessary costs of legal action. Other statutory claims remain unaffected.
The supplier shall also be obliged to bear the costs of precautionary measures and any resulting damages if the cause of the precautionary measure lies within the supplier’s sphere of control and/or organization and the supplier itself is liable in relation to third parties. We shall inform the supplier of the reason, type and scope of the measure before implementing precautionary measures – insofar as this is possible and reasonable – and give the supplier the opportunity to make a statement Precautionary measures are measures that relate not only to individual defective products from us, but to a large number of products from us, in particular recall and conversion campaigns.

The supplier undertakes to take out and maintain product liability insurance with a lump sum cover of at least € 10 million per claim. The supplier shall send us a copy of the liability policy at any time upon request.
We are a company in the laboratory and medical products industry. In order to ensure consistent and predictable product quality, the supplier may not make any changes to the manufacturing processes or procedures, the composition, function or appearance of the contractual products regularly purchased by us or raw materials and other components used in the manufacture of such contractual products without our prior written consent during an ongoing supply relationship with us.

12. ADVERTISING MATERIALS PROVIDED BY THE SUPPLIER

If the supplier is interested in the products offered by him being included in our catalog(s) using illustrations and being sold using the catalog, the following shall apply to image, text, sound and other materials provided by the supplier for this purpose:

The supplier shall grant us free of charge the non-exclusive right, unlimited in terms of content, time and territory, to use the material and all other information and documents in whole or in part for the purpose of advertising in tangible and intangible form, in particular to reproduce, distribute and/or make available to the public. This includes, but is not limited to, the right to include the image material, information and documents in our catalog(s).
We are entitled, without this triggering any payment obligations for us or our customers in favor of the supplier, to pass on the material and the catalog to our customers in whole or in part in physical and/or electronic form and to grant them the right to use the material and the catalog in whole or in part in physical and/or non-physical form, in particular to distribute it and/or make it accessible to the public.

The Supplier warrants that it has all rights at its disposal that are necessary for the fulfillment of g. Granting of rights.In the event that third parties should assert claims against us due to the use of the illustrations, documents and information provided, the supplier shall indemnify us against all claims. This shall not apply if the supplier is not responsible for the infringement in question.

13. CE MARKING, CE CERTIFICATE AND REACH

The CE declaration of conformity and the CE marking are a prerequisite for placing certain goods on the market in the European Economic Area. For this purpose, the product must comply with the relevant current European guidelines, such as RoHS, EMC Directive or Low Voltage Directive. The supplier therefore guarantees that the products and services it delivers comply with all relevant environmental protection and CE-relevant regulations, in particular the currently valid ROHS directive and REACH regulation. This point is additionally regulated under 14.
The supplier is obliged to create or attach CE certificates and CE markings in accordance with the currently valid standards and guidelines.
The supplier must send us CE certificates without being asked, citing the tested and currently valid EU standards and guidelines. If necessary, the supplier will send us the relevant test reports upon request.
We are not obliged to inform the supplier about changes to standards and guidelines in connection with CE certification. The supplier is obliged to independently inform himself about relevant changes. If relevant standards and guidelines change, the CE certificate must be updated by the supplier and sent to us immediately.

In the event of disputes with third parties that are due to incorrect CE certification or insufficient verification of the CE certificate requirements, the supplier will actively support us. If the supplier is responsible for improper CE certification or insufficient testing of the CE certificate requirements, he shall indemnify us against corresponding claims from third parties. The supplier’s liability towards us remains unaffected in any case.
For old electrical and electronic devices, the supplier expressly guarantees that all currently valid guidelines as well as the national implementing regulations issued therefor, in particular the law applicable in Germany on the placing on the market, taking back and environmentally friendly disposal of electrical and electronic devices including any future additions and changes, have been fulfilled.
The supplier warrants that, to the extent that he cannot fulfill these obligations himself, he has secured the obligations assumed in this Section 13 from his sub-suppliers and has monitored them through reasonable measures.

14. REACH CLAUSE

The supplier warrants that he will only deliver goods that do not contain or release any substances that require registration or approval in accordance with the currently valid REACH REGULATION and RoHS directive at the time of their delivery to us, but are not registered or approved.
If substances within the meaning of 1 do not require registration as such or in preparations or in products solely due to the transitional regulations for phase-in substances regulated in the currently valid REACH Regulation at the time of delivery, the supplier guarantees that they will do so Either to have pre-registered substances yourself in the correct form and on time or to have ensured that they were pre-registered by the person required to register in the correct form and on time.
The supplier further warrants that he will inform us immediately if he becomes aware that a substance pre-registered in paragraph 2 will not be registered within the transition period relevant to the respective substance. In this case, he will not deliver any goods containing the substance in question to us at the latest from the end of the relevant registration period without pointing out the lack of registration before sending the delivery and expressly asking us to confirm the order.
The supplier guarantees that, for substances contained in the goods delivered or released by them, the pre-registration, registration or approval required by the currently valid REACH Regulation and carried out by him will be maintained throughout the term of the delivery relationship with us receive. If the supplier has not pre-registered, registered or approved the respective substance himself, he warrants that he has ensured that he will be informed immediately of any loss of pre-registration, registration or approval. The supplier also undertakes to inform us immediately after becoming aware of the discontinuation of a required pre-registration, registration or approval of a substance supplied and, from the point of discontinuation, to no longer deliver any goods to us that contain or release such substances.
The supplier warrants that with each delivery he will send us a current, complete safety data sheet that meets the requirements of the currently valid REACH Regulation – regardless of whether the transmission is mandatory according to the REACH Regulation or only takes place upon request has. If the supplier has to carry out a chemical safety assessment, he also guarantees that the safety data sheet will be checked for compliance with the chemical safety assessment and adjusted if necessary. If the safety data sheet is neither mandatory nor delivered upon request in accordance with the specifications of the currently valid REACH Regulation, the supplier guarantees , information on the registration number (if available), any authorization requirement as well as information on authorizations granted or refused, restrictions and any other available and relevant information necessary to identify and apply appropriate risk management measures (safety information), in writing or electronically .
Changes to safety data sheets or safety information must be reported to us immediately and identified in the updated safety data sheet/safety information enclosed with the first delivery.
If the supplier is obliged to carry out a chemical safety assessment for a substance contained in or released from a delivered product and to prepare a chemical safety report, in particular due to a use of a substance made known to the supplier, the supplier warrants that this assessment has been carried out and conclusions drawn from it included in the safety data sheet or safety information.

If the supplier delivers products to us that contain more than 0.1 percent by mass (w/w) of one or more substances that meet the criteria of Article 57 of the REACH Regulation (i.e. in the list substances subject to authorization can be included) and have been determined in accordance with Article 59 Paragraph 1 of the REACH Regulation (i.e. have been included on the “candidate list”), the supplier also provides sufficient information for the safe use of the product.
Fulfillment of the obligations under this Section 14 are the main obligations of the supplier.
If the obligations under this Section 14 are breached, we are entitled to withdraw from the contract if the supplier does not remedy the breach within a reasonable period of time. In the event of withdrawal, we may return the goods to the supplier or dispose of them, both at the supplier’s expense, who will provide an appropriate advance payment. Any further claims for damages remain unaffected.
If claims are made against us by a third party because the goods delivered do not meet the requirements of the applicable REACH Regulation, the supplier is obliged, upon first written request, to release us from these claims to the extent that this claim is based on a breach of obligations of the supplier from this section, clause 14. This does not apply if the supplier is not responsible for the breach of duty in question. The obligation to indemnify applies to all expenses that we necessarily incur as a result of or in connection with the claim by the third party, in particular legal defense and administrative costs as well as the costs of a necessary replacement.

15. COMPLIANCE CLAUSE

The supplier hereby confirms that it does not tolerate forced labor or child labor. The Supplier confirms that it has made reasonable efforts to determine whether its suppliers use child labor in the production of goods or the provision of services and that this reasonable investigation has not revealed any findings in this direction. The Supplier hereby confirms that the workforce currently employed by it in the future for the manufacture and delivery of the Goods or the provision of the Services is voluntary.
The supplier is aware that these confirmations and obligations are essential parts of the contract. The supplier will compensate us for any damage resulting from the violation of this provision by the supplier or one of its suppliers. The supplier hereby confirms to us that he does not engage in any illegal practices, such as financial donations or other gifts to our employees or their family members in order to receive orders from us. He will not engage in such practices in the future.
The Supplier confirms that it complies with at least the environmental protection laws of the state in which the goods are manufactured or handled. We may carry out inspections during normal business hours and upon reasonable notice to ensure that the legal requirements are met.
A violation of the compliance obligations regulated in this section, paragraph 15, constitutes a reason for immediate, extraordinary termination of the business relationship with the supplier. The supplier then owes compensation and indemnification from claims that third parties assert against us.

16. STATUTE OF LIMITATIONS

The mutual claims of the contracting parties expire in accordance with the statutory provisions, unless otherwise specified below.
Deviating from Sections 438 Para. 1 No. 3, 634 a Para. 1 No. 1 BGB, the general limitation period for our claims against the supplier due to material or legal defects is three (3) years from the transfer of risk. If acceptance has been agreed, the limitation period begins with acceptance. Longer statutory limitation periods due to defects remain unaffected. This applies in particular to claims due to defects that exist in a real right of a third party, based on which the return of the purchased item can be demanded, or in another right that is entered in the land register (§ 438 1 No. 1 BGB) and for claims due to defects in a building or defects in products that were used for a building in accordance with their usual use and caused the defectiveness of the building or a work whose success consists in planning or monitoring services for a building (§§ 438 para. 1 No. 2, 634 a Paragraph 1 No. 2 BGB).
(If we are entitled to recourse claims against the supplier based on the provisions on supplier recourse (§§ 445a, 478 BGB), 445b BGB applies to the limitation period for the recourse claims, but the limitation period does not occur before the expiry of the period regulated in Section 16 Paragraph 2 of these General Terms and Conditions deadline.
In the event of the supplier fraudulently concealing a defect (§§ 438 para. 3, 634 a para. 3 BGB) and if we are also entitled to competing contractual and/or non-contractual claims for damages due to a defect, the regular statutory limitation period applies ( §§ 195, 199 BGB), the limitation period does not occur before the expiry of the period regulated in Section 16 Paragraph 2 of these General Terms and Conditions. The statutory limitation periods according to the Product Liability Act remain unaffected in any case.

17. CONFIDENTIALITY

The supplier is obliged to treat all business or technical information made accessible by us as strictly confidential and also to oblige his employees accordingly. Such information may only be disclosed to persons who have a need to have such information for the purpose of providing it to us; all such information remains our sole property. The obligation to maintain confidentiality does not apply if the information is already generally known or was demonstrably already known to the supplier before we communicated it. The same applies if the information becomes generally known after disclosure without a breach of contract, becomes known to the supplier from third parties without these third parties violating a confidentiality obligation, the information is developed independently and independently of the information transmitted by us by the supplier itself or by are disclosed to us in public or must be disclosed due to legal regulations. Violations oblige you to pay compensation.
The supplier may not refer to the business relationship with us without our prior written consent.

18. PRIVACY

Personal data is processed exclusively in compliance with data protection regulations. We process personal data that you transmit to us only to process our respective order and the supplier’s respective offer as well as for our future orders and future offers. Any other use of personal data will only take place if the person concerned has consented to another use or there is legal permission for any other use.
If personal data is transmitted to us, the supplier is obliged to inform the data subjects in a timely manner about our data processing in accordance with Article 14 of the EU General Data Protection Regulation 2016/679; We refrain from informing the person concerned. We will provide the supplier with the information necessary to fulfill the information obligations in accordance with the previous sentence upon request.

19. CHOICE OF LAW, JURISDICTION

If the supplier is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office. In addition, we are entitled to sue before the court at the registered office the supplier is responsible.
The contractual relationship is subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

20. PARTIALITY

Should one of the provisions of these General Terms and Conditions be or become invalid or incomplete, this will not affect the validity and enforceability of the remaining provisions.

Lab Logistics Group GmbH,
Meckenheim commercial register Bonn, HRB 10800
March 2021

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