General Purchasing Conditions for Supplies and Services (GPC) Part A – GENERAL PROVISIONS 1. Scope of Application 6.5 1.1. These GPC form an integral part of purchasing orders (“PO”) issued by Jorgen Kruuse A/S ( “ Purchaser”) for supplies (Part B) and services (Part C) to be pro- vided by Supplier. These GPC supersede any previously issued GPCs. 1.2. Purchaser hereby expressly rejects any general terms and conditions of Supplier irrespective of whether or not, how and when such terms and conditions of Sup- 6.6 plier have been transmitted to Purchaser and whether or not they are referenced in any offer or order confirmation. 1.3. Any agreements made orally, the exclusion, as well as modifications or amend- ments to the GPC are to be confirmed by Purchaser in writing; otherwise, they shall not have any binding effect and shall not become part of the Contract as defined in Clause 2. 7. 7.1 2. Creation of Contract 2.1 Each PO by Purchaser to the Supplier shall be an offer to purchase goods or ser- vices. The date for delivery and/or performance shall be specified in the PO. 2.2 A PO may be withdrawn or amended by Purchaser at any time before acceptance by the Supplier. Acceptance of an Order by the Supplier shall occur when it is expressly accepted in writing by the Supplier (e-mail sufficient) or by any other 7.2 conduct of the Supplier which the Purchaser reasonably considers is consistent with acceptance of the Order. Upon Supplier’s acceptance, Purchaser’s PO in con- nection with the GPC, shall form the contract (“Contract”). 2.3 If Supplier is unable to accept an order, it shall notify Purchaser promptly in writ- ing. 8. 3. Confidentiality 3.1 The Supplier shall keep in strict confidence, and use only for the purpose of per- forming the Contract, all technical or commercial know-how, specifications, in- ventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by the Purchaser or its agents or sub-contractors and 9. any other confidential information concerning the Purchaser’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential information to such of its employees, agents or sub-contrac- tors as need to know the same for the purpose of performing the Contract and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality and restrictions of use as bind the Supplier. Infor- mation shall be deemed non-confidential, if (i) it was already known to the recip- ient beforehand without any obligation to maintain confidentiality, or (ii) was or becomes generally known for reasons beyond the control of the recipient. The obligation of confidentiality shall end two years upon the exchange of the respec- tive information. 3.2 Each party undertakes that it shall at all times during the continuance of this PO and after its termination not publicise its involvement with the other party without their prior written consent. stamp taxes payable with regards to the PO within ten (10) calendar days after accepting Purchaser’s PO. Purchaser shall initiate payment on the sixtieth (60) calendar day upon receipt of the Supplier’s validly submitted and undisputed invoice. If Purchaser has agreed to partial payments the payment term shall commence upon receipt of the partial invoice. No invoices shall be issued nor payment made prior to delivery of the Materials or Services performed. Each invoice shall include such supporting information as is required by the Pur- chaser to verify the accuracy of the invoice and shall quote the PO number (if any) to which it relates. Any payment delay by Purchaser requires an express written payment reminder. The interest rate for late payments shall be five (5) percentage points above the statutory base rate. Set-off; Right of Retention Notwithstanding the statutory rights of retention and set-off, Purchaser is entitled to set-off any of its claims against the Supplier or affiliated companies of Supplier, i.e. any legally independent enterprises in which Supplier directly or indirectly holds a majority ownership interest or which holds a majority of the ownership interest in the Supplier, or is directly or indirectly controlled by or is controlling directly or indirectly the Supplier. Supplier is not entitled to withhold the performance of its obligations under the Contract in case of a dispute over the amount of the remuneration payable to Supplier except in cases where the claim itself and the amount claimed are un- disputed or adjudicated with binding legal effect. Assignment Supplier is not entitled to assign any claims arising out of and or in connection with the Contract without Purchaser’s prior consent in writing. Purchaser’s con- sent is deemed for claims that are subject to factoring arrangements initiated or supported by Purchaser. Indemnification Supplier shall indemnify and hold harmless Purchaser for any and all damages, costs, including but not limited to costs for legal defence, and expenses attribut- able to (a) product defect to the extent that the defect is attributable to the acts or omissions of the Supplier, its employees, agents or sub-contractors, (b) in- fringement of statutory or administrative regulations, (c) infringement of intellec- tual and industrial property rights attributable to the acts or omissions of the Supplier, its employees, agents or sub-contractors and arising out of, or in con- nection with, the manufacture, supply, sale or use of the Supply Items or the supply, receipt or use of the Services, appearance, labelling or advertising or (d) any claim made against the Purchaser arising out of, or in connection with, the supply of the Items or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or sub-contractors. Any further statutory rights remain unaffected. 4. Documents / IP Rights 10. Insurance Cover 4.1 Purchaser hereby retains any and all property rights, including copyrights and During performance of the Contract and until the expiry of the warranty period other intellectual or industrial property rights, regarding data, figures, drawings, Supplier shall procure and maintain general or professional liability insurance of models, samples, calculations, design drawings and other documents (“Purchaser not less than EUR 5 million, and – to the extent the Supplier is supplying products Materials”) that it provides to Supplier for the performance of the Contract. Sup- – product liability insurance with a suitable insurance coverage of not less than plier is not entitled to copy or make such documents available to third parties EUR 5 million for a single event and not less than EUR 10 in aggregate claims without Purchaser’s prior consent. The Supplier acknowledges that Purchaser Ma- arising in a year. Purchaser is entitled to investigate the existing insurance cover, terials are the exclusive property of the Purchaser. in particular, by requesting a written confirmation from Supplier’s insurer, insur- ance broker or by reviewing the non-commercial parts of the insurance policies. 5. Timing of Performance The conclusion of insurance contracts shall not release the Supplier from its lia- Supplier shall inform Purchaser without undue delay in writing if it becomes or bility towards the Purchaser. should have become aware of facts that suggests that the performance of the Contract will be delayed. The obligation to adhere to the agreed dates remains 11. Sub-Suppliers unaffected and the notification does not release the Supplier from any liability. Supplier is fully responsible and liable for any of its sub-suppliers and their sub- Any premature performance of the Contract shall be subject to Purchaser’s prior suppliers. approval in writing. 12. Force Majeure 6. Prices; Payment Terms Supplier shall not be considered in delay in case it is unable to deliver the Supply 6.1 The prices stated in the PO are binding fixed prices and unless otherwise agreed, Items because of war, natural disaster or any other comparable reason, which is the prices include all services and all ancillary costs (e.g. packaging, transport, beyond the control of the Supplier (Force Majeure). The Supplier shall provide insurance of the goods) and taxes except for value-added and/or sales tax if ap- written notice of the nature and extent of any such Force Majeure condition within plicable (Value Added Tax) which – subject to Clause 6.2 below - are added but three (3) days and use commercially reasonable efforts to remove any such have to be invoiced in accordance with the applicable tax regulations. Unless ex- causes and resume delivery as soon as practical. If the notice of the Supplier is pressly otherwise agreed in writing, the prices shall be understood delivered duty late, it shall compensate Purchaser for any damage caused thereby. However, if paid (DDP) and unloaded (at designated place according to PO) in accordance a Force Majeure situation lasts for more than 1 month, Purchaser may terminate with INCOTERMS 2020. No increase in the price may be made by the Supplier the Contract by written notice, with immediate effect. In such case, Supplier is after the PO is accepted by the Purchaser. Neither variation in the Price nor extra not entitled to any payment and must return any payments already received from charges will be applicable at any time without express acceptance in writing by a Purchaser. duly authorised representative of the Purchaser. The Purchaser shall not be liable to pay any expenses incurred by the Supplier save where it has expressly agreed 13. Data Protection to do so in writing. Supplier undertakes to comply with applicable data protection law, in particular 6.2 If Purchaser provides the Supplier with an exemption certificate for such Value the provisions of the EU General Data Protection Regulation (GDPR). The pro- Added Tax, the Supplier shall not charge Purchaser for such Value Added Tax. cessing of personal data, submitted to Supplier by Purchaser within the frame- 6.3 If in accordance with legislation of Purchaser's country of tax residence (“Appli- work of the supply relationship or for the purpose of providing services, is only cable Law”) there is an obligation to withhold tax on income of and/or payment permissible for the purpose of fulfilling the Contract. Processing for other pur- to Supplier, Purchaser shall be entitled to withhold and pay to the relevant tax poses, in particular for the Supplier's and third parties' own purposes, is not per- authorities the corresponding amounts and provide to Supplier the payment evi- missible. dence and other supporting documentation, as may be available. In case, follow- ing the conditions of any applicable double taxation treaty between Purchaser’s 14. Code of Conduct country and Supplier’s country of tax residence, a reduced withholding tax rate is The Purchaser's Supplier Code of Conduct available at [•] forms an integral part applicable, then Purchaser should apply this reduced rate, provided that it re- of these GPC and any Contract concluded thereunder. ceives in due course the relevant supporting documentation required by tax leg- islation of Purchaser’s country and Supplier’s country of tax residence. In case 15. Invalidity such supporting documentation is not provided upon Purchaser’s request or Pur- Should any provision or part of a provision of the GPC be or become invalid or chaser has reasonable grounds to believe that provided documentation is not unenforceable, or should the GPC contain an unintended contractual gap, then compliant with requirements set forth in tax legislation of Purchaser’s country and the invalid or unenforceable provision shall be severed from the remainder of this Supplier’s country of tax residence, Purchaser will withhold tax in accordance with Agreement and the remainder of the Agreement shall not be affected. Any such regular applicable rates stipulated by relevant tax authorities and will be entitled invalid or unenforceable provision shall be deemed replaced, or any gap deemed to charge extra cost due to its additional efforts. Nonetheless, the parties shall to be filled with, an appropriate provision, which, in accordance with the economic cooperate with each other for their respective tax applications and reports to any purpose and object of the provision and/or the GPC and as far as legally permis- governmental authorities, and in case any tax is payable and subsequently re- sible, shall come closest to the parties’ original intention, or that intention which fundable, both parties will reasonably collaborate to ensure that this refund is the parties would have had, had they considered the issue. effectively returned. 6.4 Any stamp duties or stamp taxes if applicable, shall be borne by Supplier in full 16. Governing Law; Jurisdiction and Supplier shall provide to Purchaser a payment proof of any stamp duties or Covetrus Group GPC Purchasing English version (valid as of 6/2023) 1
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