Purchasing Terms and Conditions for EVER Pharma Jena GmbH

1. Scope
All product deliveries and services from our suppliers shall be exclusively governed by these purchasing terms and conditions – except as otherwise explicitly agreed. The general terms and conditions of our suppliers or third parties shall not be applicable even if we do not separately object to their validity in the individual case.

2. Purchase Order
Purchase orders, contractual agreements and call-offs, as well as, any changes must be made in writing to be binding. Purchase orders and call-offs may be issued by facsimile or electronic data transmission. Quotations shall be binding and shall not be reimbursable unless explicitly agreed otherwise. Unless our orders which are yet to be confirmed by the supplier include an explicit commitment period, we consider them binding for two weeks from the date of the purchase order.

3. Performance; Delivery; Risk of Loss or Damage
3.1 The supplier does not have the right to use third parties to render the performance owed without our prior written consent.
3.2 The time of delivery indicated in the purchase order shall be binding. If there is any foreseeable delay in the delivery of a product or service, or non-conformance in quality, we must be informed immediately in writing.
3.3 Each individual consignment shall be marked according to the applicable law and must contain the agreed documents including but not limited to, all documents which must be submitted pursuant to the current good manufacturing practices (GMP). The unconditional acceptance of a delayed delivery or service does not constitute a waiver of any claims for compensation that we may have, as a result of the delayed delivery or service.
3.4 For deliveries involving installation or erection, the risk of loss or damage shall pass upon (final) acceptance. For deliveries not involving installation or erection, the risk of loss shall pass upon receipt of the goods and the required documents at the place of delivery specified in the purchase order.

4. Prices; Invoice Information; Terms of Payment
4.1 The price specified in the purchase order shall be binding and, except as otherwise specifically provided in writing, shall include all the services and ancillary services of the supplier (for example, erection and installation) and all ancillary costs, such as, in particular, suitable packaging and transportation to the place of delivery specified in the purchase order.
4.2 All delivery documents and invoices shall include the delivery address and at least our purchase order number, description, item number and delivery quantity of each individual item and – where relevant under the current good manufacturing principles – the batch number. Invoices must further contain all information required under the German statutory provisions regarding value added tax and, where applicable, the customs tariff number.
4.3 The agreed price shall be due and payable within 30 calendar days from the date of complete delivery of the product or service (including acceptance, if acceptance has been agreed upon) and receipt of a proper invoice. If we make payment within 14 calendar days, the supplier shall allow a cash discount of 2 % on the invoiced net amount.

5. Title; Confidentiality
5.1 Title to the goods shall be transferred to us unconditionally and regardless of payment of the purchase price. All forms of expanded or extended retention of title are in any event excluded, so that any retention of title that may have been validly declared by the supplier shall only be applicable until payment has been made and only for the goods delivered.
5.2 Materials supplied by us may only be used for our orders. Any decrease in value or loss shall be compensated by the supplier, unless the supplier is not responsible for such decrease in loss or value. Any processing, mixing or combining of supplied materials by the supplier shall be done exclusively on our behalf.
5.3 We retain title or copyright to all orders and all documents provided to the supplier.
5.4 The supplier agrees to keep confidential the terms and conditions of the purchase order and all documents, samples and other information (hereinafter jointly referred to as – “Information”) provided for that purpose even after the contract has been completed and to use such Information and documents only for the purpose of carrying out the purchase order. The aforementioned obligations shall not apply to Information which is publicly accessible or which was rightfully known to the supplier prior to the receipt of such Information without any confidentiality obligation. After completing the inquiries or handling the purchase orders, the supplier must promptly return such Information to us and destroy any copies thereof, upon our request.

6. Further obligations of the Supplier
6.1 During production, the supplier shall adhere to all applicable statutory provisions and sets of rules concerning health and safety at work and environmental protection.
6.2 During performance of assembly or other work in our plants the supplier shall observe our security instructions.

7. Default; Quality; Inspection Duties

7.1 In the event of any defects in the quality or title of the delivery items or any other breaches of duty by the supplier, our rights shall be governed by the statutory regulations, except as otherwise provided below.
7.2 The supplier warrants that the products are free from any defects and shall in particular meet all agreed specifications and standards. The supplier warrants that the import, storage, sale and conventional use of the products shall not infringe any third party’s patent or other intellectual property rights. Insofar as the products ordered by us are medicinal, healthcare, cosmetic, nutrition or dietary supplement products or serve to manufacture such products, the supplier warrants that it shall adhere to the applicable statutory provisions and generally accepted rules (in particular the applicable good manufacturing practices, if any) in their then current version.
7.3 With regard to the commercial duties of inspection and notification of defects, the statutory regulations shall apply with the following proviso: Our duty of inspection shall be limited to defects that are apt to become evident in our incoming inspection process, which consists of a visual inspection, including an inspection of the delivery documents, and in our quality control, which is based on random sampling (for example, damage in transport, incorrect or short delivery). If acceptance has been agreed upon, there is no obligation to conduct an inspection.

8. Venue and Jurisdiction; Applicable Law
If the supplier is a merchant as defined in the German Commercial Code (Handelsgesetzbuch), exclusive – including international – jurisdiction shall, at our option, either be the place Jena, Germany. These purchasing terms and conditions and all legal relations between the supplier and us shall be governed by the laws of the Federal Republic of Germany to the exclusion of the conflict of laws provisions and the UN Sales Convention.