General Terms and Conditions of Purchase (GTCP)

§ 1 Scope and Application

(1) Unless otherwise agreed, these General Terms and Conditions of Purchase (GTCP) shall apply to all our purchases and orders of raw materials. Any terms and conditions of the Supplier that differ from or conflict with these GTCP shall not apply, even if we have not expressly objected to them in an individual case. The product prerequisites specified in the order, including Product Requirements, Product Specifications and suitability for the intended purposes notified by us, form a binding part of the order.

(2) Should any individual provision of these GTCP or of any other agreement concluded with the Supplier be or become invalid, the validity of the remaining provisions shall remain unaffected. To the extent legally permissible, the invalid provision shall be replaced by a provision that comes closest to the economic objectives of the contracting parties.

(3) For the purposes of these GTCP, the following terms shall have the following meanings:

Anwartschaftsrecht means the conditional proprietary right to acquire full ownership upon fulfilment of the remaining requirements for transfer of title.
Nacherfüllung means cure by repair, replacement or other form of subsequent performance in accordance with the applicable contractual and statutory requirements.

§ 2 Conclusion of Contract, Delivery and Payment

(1) Our order, whether placed in writing, in text form or orally, shall be deemed accepted unless the Supplier objects in writing or in text form within 3 working days. Upon acceptance of the order, the Supplier warrants compliance with the product prerequisites communicated at the time of ordering. Unless otherwise agreed, the price includes delivery and transport to the shipping address specified in the Contract, including packaging and any applicable customs duties and charges (DDP Incoterms® 2020).

(2) We may amend the Product Specifications, product packaging and the time and place of delivery at any time by written notice given within a reasonable period before the agreed delivery date. We shall reimburse the Supplier for any proven and reasonable additional costs incurred as a result of the amendment. If the amendment delays the planned delivery date by more than 10 working days, the Supplier shall notify us thereof within 3 working days after receipt of our notice of amendment.

(3) Furthermore, we may withdraw from the Contract at any time by written notice stating the reason if, due to changes for which the Supplier is responsible, we can no longer use the Goods or can only use them at considerable expense, or if the Supplier’s financial circumstances deteriorate to such an extent that performance in accordance with the Contract can no longer be expected.

(4) Unless otherwise agreed, we are not obliged to accept partial deliveries. Agreed delivery periods and delivery dates are binding. The Goods must be made available at the place of receipt specified by us within the delivery period or on the delivery date. Otherwise, the Supplier shall be in delay without any further deadline or reminder being required. If a delay in delivery is foreseeable, the Supplier shall inform us thereof without undue delay.

We may reject early deliveries.

In the event of a delay in delivery, following prior written warning to the Supplier, we may claim a contractual penalty of 0.5% of the relevant order value for each commenced week of delay, capped at 5%. The contractual penalty shall be credited against any damages for delay payable by the Supplier.

(5) Unless otherwise agreed, we shall pay in accordance with the agreed payment terms. Our payments are subject to verification that the delivery complies with the Contract and has been duly performed. The discovery of Defects entitles us to withhold payment until our claims have been fully satisfied.

For the timeliness of payments owed by us, receipt of our payment instruction by our bank shall be sufficient.

We shall have rights of set-off and retention to the extent provided by law. The Supplier may set off only undisputed claims or claims that have been finally established by a court. The Supplier may exercise a right of retention only in respect of a claim arising from the same contractual relationship as the claim against which the right of retention is asserted.

Any retention of title by the Supplier shall apply only insofar as it relates to our payment obligation for the respective Products in respect of which the Supplier retains title. In particular, extended or expanded retention-of-title arrangements are not permitted.

(6) At our request, the Supplier shall take back the packaging at its own expense.

(7) The Supplier shall keep the terms of the order and all information and documents provided by us for this purpose, except publicly available information, confidential for 5 years from the date of delivery and shall use them solely for performing the order. Upon request, the Supplier shall return those documents to us without undue delay after completion of the order or resolution of any related enquiries. Without our prior consent, the Supplier may not refer to its business relationship with us, including for advertising purposes.

(8) We shall be liable for wilful misconduct and gross negligence. We shall be liable for slight negligence only where a material contractual obligation arising from the nature of the Contract is breached or where such breach jeopardises achievement of the purpose of the Contract. In such cases, damages shall be limited to the foreseeable loss. Otherwise, claims for damages by the Supplier based on slight negligence are excluded, irrespective of their legal basis. The foregoing limitation of liability shall not apply in the event of injury to life, limb or health, where a guarantee has been given, or in the context of product liability.

§ 3 Delivery Terms and Special Products

(1) All deliveries must be accompanied by shipping documents, certificates of analysis and any other quality-related documents specified in our order and must state the order numbers and, where applicable, batch numbers provided by us. Documents evidencing the origin of the Goods shall be provided by the Supplier at its own expense upon our request and updated annually.

(2) Where, in the case of active pharmaceutical ingredients, a written confirmation in accordance with Directive 2001/83/EC as amended from time to time is required for import into the European Union, the Supplier shall provide us with the valid document issued to it or held by it. The Supplier further warrants that it applies good distribution practice within the meaning of the EU GDP Guidelines (2015/C 95/01), holds the authorisations and licences required for its activities under the law applicable to it, and has complied with the relevant regulatory registration and notification requirements.

(3) The Supplier shall provide a safety data sheet complying with Annex II to Regulation (EC) No 1907/2006 (REACH Regulation) as amended from time to time. Where required on the basis of the intended use notified to the Supplier, the Supplier, as manufacturer or importer of the substance ordered by us, warrants that registration has been completed in accordance with Regulation (EC) No 1907/2006. The Goods must be packaged and labelled in accordance with Regulation (EC) No 1272/2008 as amended from time to time and the applicable regulations governing the transport of dangerous goods.

(4) Failure to provide the documents referred to in § 3(1) to (3) constitutes partial non-performance of the obligation. In such case, we may withhold payment for the relevant delivery, in whole or in part, until all missing documents have been provided.

(5) For deliveries from a preferential country or in any other case of preferential origin within the meaning of Articles 64 to 66 of Regulation (EU) No 952/2013 laying down the Union Customs Code (UCC) as amended from time to time, the Supplier shall enclose with each delivery proof of preferential origin that is free from formal and substantive defects. All costs associated with obtaining and sending such proof shall be borne by the Supplier. The Supplier shall also comply with the applicable export control regulations and, without being requested to do so, provide us in writing with the export control classification of the Goods no later than upon delivery. In the event of enquiries concerning customs, tax or foreign trade law relating to its supplies or services, the Supplier shall provide us without undue delay and at no additional charge with detailed information and shall send us all requested documents and declarations, in particular supplier’s declarations within the meaning of Article 61 et seq. of Implementing Regulation (EU) 2015/2447 as amended from time to time.

(6) Any materials supplied by us with an order shall remain our property. The Supplier may process such materials solely for the purposes of the order. In that case, processing shall be carried out by the Supplier on our behalf, with us being deemed the manufacturer, and we shall acquire ownership of the processed item in proportion to the value of the materials supplied by us. If such materials are combined or mixed with another item, we shall acquire a claim to the transfer of sole ownership of the item forming the subject matter of the delivery or service. Upon processing, the Supplier grants us an expectant right (Anwartschaftsrecht) to the finished item. Sole ownership shall pass to us upon payment of the agreed remuneration.

§ 4 Product Requirements and Quality

(1) The Product Requirements and Product Specifications for Goods and packaging set out in the order are binding. The Supplier warrants that the Goods supplied possess the characteristics customary for batches supplied in the past. Where delivery following approval of a sample has been agreed, the Supplier warrants that the Goods possess the characteristics of the sample provided by the Supplier.

(2) Where we have informed the Supplier of the intended use of the Goods, or where such use is obvious, the Supplier warrants that the Goods may lawfully be placed on the market in accordance with the applicable legal requirements of the European Union.

(3) The Supplier shall carry out quality assurance measures appropriate to the nature and intended use of the Goods or as required by law and shall provide evidence thereof at our request. Through appropriate systematic checks, the Supplier shall ensure that the Goods comply with the agreed Product Requirements and Product Specifications and/or the requirements of EU law for the notified or obvious intended use. The Supplier shall keep appropriate records thereof for at least 10 years. Before dispatch, the Supplier shall inspect the Goods to ensure compliance with the characteristics required under the Contract and/or EU law.

(4) The Supplier guarantees that all Goods, raw materials, materials and services supplied comply with the applicable legal and regulatory requirements at the place of manufacture, delivery and destination.

Irrespective of the respective quality or application level, the Supplier further guarantees that no raw materials, intermediate or finished Products, packaging materials or means of transport, including containers, have been treated or fumigated with, or otherwise brought into contact with, ethylene oxide (ETO); have been treated with ionising radiation, in particular gamma, X‑ray or electron radiation; or have been subjected to any other treatment or preservation method prohibited by applicable law, in each case whether directly or indirectly, including through carry-over or cross-contamination.

The Supplier further guarantees that the Products supplied comply with the statutory requirements applicable in the EU from time to time concerning mineral oil hydrocarbons (MOH), in particular MOAH and MOSH.

The Supplier shall ensure adequate traceability of the Goods supplied and shall inform the Purchaser without undue delay of any known or apparent deviations, regulatory complaints, product or process changes, and any other circumstances that could affect the conformity or use of the Goods.

Any exceedance of maximum levels of contaminants or residues permitted by applicable law constitutes a Defect.

(5) We may inspect the Supplier’s quality-related records and documentation. We may also audit the Supplier’s operations, and the Supplier shall cooperate with such audit.

(6) Where a quality assurance agreement has been concluded with the Supplier, its requirements and provisions shall apply in addition to these GTCP. In the event of conflict, the quality assurance agreement shall prevail over these GTCP.

(7) Where packaging used by the Supplier falls within the scope of Regulation (EU) 2025/40 (PPWR) as amended from time to time, the Supplier shall ensure compliance with the applicable requirements of the PPWR. Upon request, the Supplier shall provide us without undue delay with the information and evidence necessary for us to fulfil our own legal obligations, in particular regarding conformity.

(8) Subject to the provisions of this subsection (8), the Supplier warrants that Products supplied by it do not infringe any third-party intellectual property rights in countries of the European Union or in any other country in which the Supplier manufactures the Products or has them manufactured. The Supplier shall indemnify us against all claims brought against us by third parties on account of such infringement and reimburse us for all necessary expenses incurred in connection with such claims. This shall not apply insofar as the Supplier proves that it is not responsible for the infringement and, applying due commercial care, was not required to be aware of the infringement at the time of delivery.

§ 5 Defects in the Goods

(1) Goods shall be deemed defective in particular if they do not comply with the agreed Product Requirements and Product Specifications and/or may not lawfully be placed on the market under the applicable laws of the European Union for the notified or obvious intended use and/or do not meet the requirements of § 4 of these GTCP.

(2) Goods shall also be deemed defective if their packaging does not comply with our Product Requirements and Product Specifications and/or is unsuitable for the notified or obvious intended use, or if the packaging is damaged to an extent that impairment or contamination of the Goods cannot be ruled out.

(3) Goods shall also be deemed defective if their labelling does not comply with our Product Requirements and Product Specifications and/or the provisions of EU law applicable to the notified or obvious intended use. Goods shall likewise be deemed defective if their labelling does not comply with Regulation (EC) No 1272/2008 as amended from time to time or with the applicable rules on labelling for the transport of dangerous goods within the EU.

(4) Any Defect constitutes a material breach of contract and entitles the Purchaser to reject the Goods and to claim reimbursement of all resulting losses, costs and expenses from the Supplier. Any further statutory and contractual claims are expressly reserved.

(5) We shall notify the Supplier of any claims for Defects asserted by our Customer, stating brief reasons. Statutory claims for reimbursement of expenses and rights of recourse within the supply chain shall remain unaffected in addition to our rights in respect of Defects. Before we acknowledge or satisfy a claim for Defects made by our Customer, the Supplier shall be given an opportunity to comment. If no substantiated response is provided within a reasonable period, the claim satisfied by us shall be deemed justified, subject to proof to the contrary. This shall also apply to Goods processed, further processed or combined with other Products by our Customer.

(6) At its own expense, the Supplier shall maintain business and product liability insurance with coverage of at least EUR 5 million. Unless otherwise agreed in an individual case, such insurance need not cover product recall risks or punitive or similar damages. Upon request, the Supplier shall provide us at any time with a copy of the liability insurance policy.

§ 6 Notices of Defects

(1) Our notice of Defects shall be deemed timely if, in the case of obvious Defects, it is received by the Supplier in writing or in text form without undue delay after delivery of the Goods and discovery of the Defect during the incoming goods inspection carried out in the ordinary course of business. Hidden Defects shall be notified without undue delay after discovery by us or by a laboratory appointed by us. In the event of onward supply, the period for notification shall commence no earlier than upon our receipt of a corresponding notice from the Customer.

(2) Hidden Defects include:

Defects detectable only by analytical means, in particular non-compliance with or deviation from agreed Product Requirements and Product Specifications;
exceedance of maximum residue and contaminant levels applicable in the European Union;
microbial or other contamination, including foreign bodies, foreign substances or other admixtures, that may impair or eliminate product safety for a notified or obvious intended use;
deviations from the typical or, at minimum, specified product characteristics, such as a deviating particle size; and
primary and/or secondary packaging that is inadequately sealed or unable to withstand typical loads or use.

(3) In the event of Defects, we shall have the full range of statutory claims. Notwithstanding the foregoing, the limitation period for claims for Defects shall be 60 months.

§ 7 Rights in the Event of Non-performance or Defective Performance

(1) In the event of total or partial non-performance by the Supplier, we may, after setting a reasonable additional period for performance, reject further performance by the Supplier and withdraw from the Contract. We may claim damages and/or reimbursement of wasted expenditure.

(2) In the event of defective performance or defective Goods, after expiry of a reasonable additional period set by us, we may, at our option, require cure by way of delivery in conformity with the Contract (Nacherfüllung), reduce the purchase price or withdraw from the Contract. In all cases, we may claim damages and/or reimbursement of wasted expenditure.

(3) If claims are made against us on grounds of product liability or any other legal basis due to a Defect in Goods supplied by the Supplier, the Supplier shall indemnify us against any liability towards third parties. The recoverable costs include, without limitation, recall or retrieval costs, including handling, transport and destruction costs; legal fees; court costs; analysis costs; rework costs, including production and cleaning; damages; compensation for pain and suffering; medical expenses; and payments to surviving dependants.

(4) The Supplier warrants that the Goods are free from third-party rights and that delivery of the Goods does not infringe any industrial property rights or other third-party rights. In the event of a breach, the Supplier shall be liable for all losses incurred by us as a result, in particular losses arising from claims made against us by third parties.

§ 8 Jurisdiction, Place of Performance and Applicable Law

(1) Our registered office shall be the place of performance and place of jurisdiction. We reserve the right to bring proceedings against the Supplier before the court having jurisdiction over the Supplier.

(2) The substantive laws of the Federal Republic of Germany shall apply. The application of UNCITRAL and of the United Nations Convention on Contracts for the International Sale of Goods (CISG), as well as any legal regime replacing it, is excluded. Where trade terms are used, they shall be interpreted in accordance with the Incoterms® 2020 rules of the International Chamber of Commerce (ICC) or any revised version replacing them.

Lüneburg, 09 September 2026